Attached files
file | filename |
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8-K - FORM 8-K - WCA WASTE CORP | h82528e8vk.htm |
EX-99.1 - EX-99.1 - WCA WASTE CORP | h82528exv99w1.htm |
EX-99.3 - EX-99.3 - WCA WASTE CORP | h82528exv99w3.htm |
Exhibit 99.2
WCA Waste Corporation Announces Cash Tender Offer and Consent Solicitation
for its 9.25% Senior Notes due 2014
for its 9.25% Senior Notes due 2014
Houston, Texas, May 23, 2011WCA Waste Corporation (Nasdaq: WCAA) (WCA) today
announced that it has commenced a tender offer to purchase for cash any and all of its issued and
outstanding 9.25% Senior Notes due 2014 (the Notes). In conjunction with the tender offer, WCA is
soliciting consents (Consents) to the adoption of certain proposed amendments to the indenture
governing the Notes to, among other things, eliminate substantially all of the restrictive
covenants, certain events of default and other related provisions.
The pricing terms for the tender offer and consent solicitation are set forth below.
Outstanding | Consent | Total | ||||||||||
Principal | Purchase | Payment | Consideration | |||||||||
CUSIP No. | ISIN No. | Amount | Title of Security | Price(1)(2) | (1)(2) | (1) | ||||||
92926KAB9 | US92926KAB98 | $150,000,000 | 9.25% Senior Notes due 2014 | $997.00 | $30.00 | $1,027.00 |
(1) | Per $1,000 principal amount of Notes and excluding Accrued Interest (as defined below), which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to the payment date. | |
(2) | Included in Total Consideration. |
The tender offer is currently scheduled to expire at 9:00 A.M., New York City time, on
June 21, 2011, unless extended (such time and date, as the same may be extended, the Expiration
Date). Holders of Notes must validly tender (and not validly withdraw) their Notes and validly
deliver (and not validly revoke) their corresponding Consents at or prior to 5:00 P.M., New York
City time, on June 6, 2011, unless extended (such time and date, as the same may be extended, the
Consent Time), to be eligible to receive the Total Consideration per $1,000 principal amount of
Notes tendered, which includes a Consent Payment per $1,000 principal amount of Notes tendered, as
set forth in the table above. Holders who tender their Notes after the Consent Time and on or prior
to the Expiration Date will be eligible to receive the Purchase Price per $1,000 principal amount
of Notes tendered set forth in the table above, but not the Consent Payment. Tendered Notes may be
withdrawn and Consents may be revoked at or prior to 5:00 P.M., New York City time, on June 6, 2011
(such time and date, as the same may be extended, the Withdrawal Deadline) but may not thereafter
be withdrawn or revoked. WCA may extend the Consent Time without extending the Withdrawal Deadline.
A Holder cannot deliver a Consent without tendering its corresponding Notes or tender its Notes
without delivering a corresponding Consent.
Upon the terms and conditions described in the Offer to Purchase and Consent Solicitation
Statement and the related Letter of Transmittal and Consent, each dated as of the date hereof,
payment for Notes accepted for purchase will be made (1) with respect to Notes validly tendered and
not validly withdrawn at or prior to the Consent Time, promptly after the satisfaction or waiver of
the conditions to the tender offer and acceptance for purchase (which is currently expected to be
on or about June 7, 2011, unless the Consent Time is extended), and (2) with respect to Notes
validly tendered after the Consent Time but at or before the Expiration Date, promptly after such
Expiration Date (which is currently expected to be on or about June 21, 2011, unless the tender
offer is extended). WCA reserves the right to waive any and all conditions of the tender offer, in
whole or in part.
In addition to the Total Consideration or Purchase Price, as applicable, holders of Notes
tendered and accepted for payment will receive accrued and unpaid interest on such Notes from the
last interest payment date for the Notes up to, but not including, the applicable payment date
(Accrued Interest).
The consummation of the tender offer is conditioned upon the timely receipt of Consents at or
prior to the Consent Time from holders of at least a majority of the outstanding aggregate
principal amount of the Notes. In addition, WCAs obligation to purchase Notes pursuant to the
tender offer is
conditioned upon (a) the completion by WCA of a new financing on terms and conditions satisfactory
to WCA, the net proceeds of which will be sufficient to fund the Total Consideration in respect of
all Notes and to pay estimated fees and expenses relating to the tender offer and solicitation, (b)
there being, at the Consent Time, validly tendered and not validly withdrawn at least a majority of
the outstanding aggregate principal amount of Notes, (c) the receipt of a waiver under, amendment
or supplement to or amendment and restatement of WCAs bank credit agreement permitting
consummation of the transactions contemplated by WCAs Offer to Purchase and Consent Solicitation
Statement, and (e) satisfaction of certain other customary conditions.
Following the payment for Notes validly tendered pursuant to the terms of the tender offer,
WCA currently intends, but is not obligated, to call for redemption any Notes that remain
outstanding after consummation of the tender offer.
The tender offer will only be made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and Consent.
The purpose of the Tender Offer is to refinance WCAs outstanding 9.25% Senior Notes due 2014.
WCA expects to fund purchases pursuant to the Tender Offer with the net proceeds from a new
financing on terms and conditions satisfactory to WCA. This press release is not an offer to sell
or a solicitation of an offer to purchase any securities (including the Notes and the securities
offered in connection with the new financing), nor shall there be any offer or sale of any
securities by WCA in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful. The offer and sale of the securities to be issued in such financing will not be
registered under the Securities Act of 1933, as amended, or any state securities laws, and such
securities may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
The complete terms and conditions of the tender offer are set forth in an Offer to Purchase
and Consent Solicitation Statement that is being sent to holders of the Notes. Holders are urged to
read the tender offer documents carefully before making any decision with respect to the tender
offer and consent solicitation. Holders of Notes must make their own decisions as to whether to
tender their Notes and provide the related consents, and if they decide to do so, the principal
amount of the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent Solicitation Statement and the
related Letter of Transmittal and Consent from the Information Agent and Depositary for the tender
offer, Global Bondholder Services Corporation, at (212) 430-3774 (collect, for banks and brokers
only) and (866) 804-2200 (toll free).
Credit Suisse Securities (USA) LLC is the Dealer Manager for the tender offer and Solicitation
Agent for the consent solicitation. Questions regarding the tender offer and consent solicitation
may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) and (212)
538-2147 (collect).
None of WCA, the Dealer Manager and Solicitation Agent, the Information Agent and Depositary
or any other person makes any recommendation as to whether holders of Notes should tender their
Notes or provide the related consents, and no one has been authorized to make such a
recommendation.
WCA Waste Corporation is an integrated company engaged in the transportation, processing and
disposal of non-hazardous solid waste. WCAs operations currently consist of 25 landfills, 27
transfer stations/material recovery facilities and 29 collection operations located throughout
Alabama, Arkansas, Colorado, Florida, Kansas, Massachusetts, Missouri, New Mexico, North Carolina,
Ohio, Oklahoma,
South Carolina, Tennessee and Texas. WCAs common stock is traded on the NASDAQ Global Market under
the symbol WCAA.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. From time to time, our public filings, press releases and other communications (such
as conference calls and presentations) will contain forward-looking statements. 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 that describe our
future plans, objectives or goals are also forward-looking statements.
We caution that forward-looking statements are not guarantees and are subject to known and
unknown risks and uncertainties. Since our business, operations and strategies are subject to a
number of risks, uncertainties and other factors, actual results may differ materially from those
described in the forward-looking statements.
Our business is subject to a number of operational risks and uncertainties that could cause
our actual results of operations or our financial condition to differ from any forward-looking
statements. We describe these and other risks in greater detail in the section entitled Risk
Factors in our annual report on Form 10-K for the year ended December 31, 2010, which has been
filed with the Securities and Exchange Commission.
CONTACT: Tommy Fatjo, WCA Waste Corporation, 713-292-2400