Attached files
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| 8-K - FORM 8-K - WCA WASTE CORP | form8-k.htm |
Exhibit
99.1
WCA
AGREES TO ACQUIRE LANDFILL, TRANSFER STATION
AND
RAIL HAUL OPERATION
Houston,
October 29, 2009 – WCA Waste Corporation (NASDAQ:WCAA) announced today that it
has signed a letter of intent to acquire the operations of Live Earth,
LLC. Live Earth is a privately held company whose operations include
the Sunny Farms Landfill, a 457 acre site permitted to accept municipal solid
waste, industrial waste and construction and demolition debris located in Seneca
County, Ohio. Additional operations to be acquired from Live Earth
include, Champion City Recovery, a transfer station permitted to accept 1,000
tons a day located south of Boston, Massachusetts and a rail haul operation over
the CSX rail line transporting waste from the east coast to Sunny Farms
landfill. The landfill is currently averaging approximately 3,200
tons per day.
Tom
Fatjo, Chairman of WCA, stated, “We are very excited about the proposed Live
Earth acquisition. Successful completion of this transaction will
expand our footprint into the Midwest and east coast which we believe will
increase our acquisition pipeline beyond the current focus area. We are pleased
that Chris Valerian, CEO of Live Earth, has agreed to stay and operate the Sunny
Farm Landfill and the east coast rail operations.” Chris Valerian,
CEO of Live Earth, stated, “I am very excited to become part of WCA Waste
Corporation and assist in the integration of our operations into the
company.”
The
letter of intent is non-binding and the proposed acquisition of Live Earth is
subject to the completion of due diligence, the negotiation of definitive
agreements, WCA stockholder approval and other customary
conditions.
WCA Waste
Corporation is an integrated company engaged in the transportation, processing
and disposal of non-hazardous solid waste. WCA’s operations consists
of 24 landfills, 23 transfer stations/material recovery facilities and 26
collection operations located throughout Alabama, Arkansas, Colorado, Florida,
Kansas, Missouri, New Mexico, North Carolina, Oklahoma, South Carolina,
Tennessee and Texas. The Company’s common stock is traded on the
NASDAQ Global Market System under the symbol “WCAA.”
RISK
FACTORS AND CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
This
press release and other communications, such as conference calls, presentations,
statements in public filings, other press releases, include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of
1934. Forward-looking statements generally include discussions and
descriptions other than historical information. The forward-looking
statements made herein are only made as of the date of this press release and we
undertake no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as “may,” “should,” “outlook,” “project,”
“intend,” “seek,” “plan,” “believe,” “anticipate,” “expect,” “estimate,”
“potential,” “continue,” or “opportunity,” the negatives of these words, or
similar words or expressions. Similarly, statements as to revenue,
EBITDA, and other financial measures as to periods in the future and statements
that describe our future plans, objectives or goals are also forward-looking
statements.
Our
results will be subject to a number of operational and other risks, including
the following: general economic conditions have impacted and may continue to
impact our business; we may be unable to consummate announced acquisitions and,
in the event we consummate acquisitions we may not be successful in integrating
acquired assets or businesses with our existing business; we may be unable to
identify, complete or integrate future acquisitions, which may harm our
prospects; we may incur charges and other unforeseen expenses related to
acquisitions, which could lower our earnings; we may not be successful in
expanding the permitted capacity of our current or future landfills; our
business is capital intensive, requiring ongoing cash outlays that may strain or
consume our available capital; increases in the costs of disposal, labor and
fuel could reduce operating margins; increases in costs of insurance or failure
to maintain full coverage could reduce operating income; we may be unable to
obtain financial assurances necessary for our operations; we are subject to
environmental and safety laws, which restrict our operations and increase our
costs, and may impose significant unforeseen liabilities; we compete with large
companies and municipalities with greater financial and operational resources,
and we also compete with alternatives to landfill disposal; covenants in our
credit facilities and the instruments governing our other indebtedness may limit
our ability to grow our business and make capital expenditures; changes in
interest rates may affect our results of operations; a downturn in U.S. economic
conditions or the economic conditions in our markets may have an adverse impact
on our business and results of operations; our success depends on key members of
our senior management, the loss of any of whom could disrupt our customer and
business relationships and our operations; and we are subject to risks with
respect to our acquisition activities. These risks will also apply to
our forward looking statements with respect to the Live Earth business and
potential Live Earth transaction described in this press
release.
We
describe these and other risks in greater detail in the sections entitled “Risk
Factors” and “—Cautionary Statement about Forward-Looking Statements” included
in our Form 10-K for the year ended December 31, 2008, to which we refer you for
additional information.
Additional
Information and Where to Find It
In
connection with the proposed acquisition of the operations of Live Earth LLC and
required stockholder approval, WCA Waste Corporation will file with the
Securities and Exchange Commission a preliminary proxy statement and a
definitive proxy statement. The proxy statement will be mailed to the
stockholders of WCA Waste Corporation. WCA Waste Corporation’s
stockholders are urged to read the proxy statement and other relevant materials
when they become available because they will contain important information about
the proposed purchase transaction. Investors and security holders may
obtain free copies of these documents (when they are available) and other
documents filed with the SEC at its web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by WCA Waste Corporation by going to WCA Waste Corporation’s
Investor Relations page on its corporate website at
http://ir.wcawaste.com.
WCA Waste
Corporation and its officers and directors may be deemed to be participants in
the solicitation of proxies from WCA Waste Corporation’s stockholders with
respect to the proposed purchase transaction. Information about WCA Waste
Corporation’s executive officers and directors and their ownership of WCA Waste
Corporation’s voting securities is set forth in the proxy statement for the WCA
Waste Corporation 2009 Annual Meeting of Stockholders, which was filed with the
SEC on April 30, 2009. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of WCA Waste
Corporation’s executive officers and directors in the proposed acquisition by
reading the preliminary and definitive proxy statements regarding the proposed
purchase transaction, which will be filed with the
SEC.
Contact: WCA
Waste Corporation (NASDAQ: WCAA)
Houston,
Texas
Tommy
Fatjo, 713-292-2400