UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2023
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-23211 | 03-0338873 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
25 Greens Hill Lane Rutland, Vermont | 05701 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (802) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Class A common stock, $0.01 par value per share | CWST | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On June 13, 2023, Casella Waste Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated acting as the representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 5,263,158 shares (the “Underwritten Shares”) of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), being sold by the Company. The offering price of the Underwritten Shares to the public is $85.50 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $82.08 per share. After deducting underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of the Underwritten Shares of approximately $431.5 million.
Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 789,473 shares of Common Stock (the “Option Shares” and together with the Underwritten Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions. If the Underwriters exercise in full their option to purchase the Option Shares, the Company would expect to receive net proceeds of approximately $496.3 million after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares will be issued pursuant to the Company’s automatically effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2021 (File No. 333-260602). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on June 16, 2023, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares. A copy of such opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
Item 8.01 | Other Events. |
The full text of the press release issued on June 13, 2023 announcing the pricing of the underwritten public offering is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description | |
1.1 | Underwriting Agreement, dated June 13, 2023, by and among Casella Waste Systems, Inc. and Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed on Schedule I thereto | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
99.1 | Press release issued June 13, 2023 | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document.** | |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document.** | |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document.** | |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document.** | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.** | |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
** | Submitted Electronically Herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CASELLA WASTE SYSTEMS, INC. | ||||||
Date: June 14, 2023 | By: | /s/ Edmond R. Coletta | ||||
Edmond R. Coletta | ||||||
President and Chief Financial Officer |