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EX-99.1 - PRESS RELEASE - WCA WASTE CORPd290388dex991.htm

 

 

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): January 27, 2012

WCA Waste Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   000-50808   20-0829917
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification number)

 

One Riverway, Suite 1400

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 292-2400

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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))

 

 

 


Item 8.01 Other Information

Attached as Exhibit 99.1 is a copy of the press release, dated January 27, 2012, announcing that WCA Waste Corporation (the “Company”) is soliciting consents from the holders of its 7 1/2% Senior Notes Due 2019 (the “Notes”) (CUSIP: 92926 KAC7 and ISIN: USU94234AB43). The Company is seeking consents (the “Consent Solicitation”) to proposed amendments to the indenture, dated as of June 7, 2011 (the “Indenture”), which governs the Notes and the related registration rights agreement, dated as of June 7, 2011 (the “Registration Rights Agreement”). The Company is undertaking the Consent Solicitation in connection with the Agreement and Plan of Merger, dated as of December 21, 2011, by and among Cod Intermediate, LLC, a Delaware limited liability company, indirectly owned by Macquarie Infrastructure Partners II U.S., L.P., a Delaware limited partnership (“MIP II US”) and Macquarie Infrastructure Partners II International, L.P., a Delaware limited partnership (“MIP II International” and, together with MIP II US, the “Investor Group”), Cod Merger Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Cod Intermediate, LLC and the Company, as amended from time to time (the “Merger Agreement”).

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Company has filed with the SEC a preliminary proxy statement and intends to file a definitive proxy statement and other relevant materials in connection with the merger described in the press release referenced above. The definitive proxy statement will be sent or given to the stockholders of the Company. Before making any voting or investment decision with respect to the merger, stockholders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at the Company’s website at www.wcaa.com.

The Company and each of its executive officers, directors and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in favor of the proposed transaction. A list of the names of the Company’s executive officers and directors and a description of their respective interests in the Company are set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010 and the definitive proxy statement and other relevant materials filed with the SEC in connection with the merger when they become available. Certain executive officers and directors of the Company have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the definitive proxy statement relating to the merger when it becomes available.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit Number

  

Description

99.1    Press Release of WCA Waste Corporation dated January 27, 2012


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.

 

      WCA WASTE CORPORATION
Date: January 27, 2012       /s/ Charles A. Casalinova
      Charles A. Casalinova
      Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    Press Release of WCA Waste Corporation dated January 27, 2012