UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 21, 2020, Casella Waste Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. and BofA Securities, Inc. acting as the representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 2,350,000 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 $56.000 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $53.732 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 352,500 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, which option the Underwriters have exercised in full. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of the Shares of approximately $144.7 million.
The Shares will be issued pursuant to the Company’s effective automatic shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2018 (File No. 333-224788). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on October 23, 2020, subject to customary closing conditions.
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 October 21, 2020 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 |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated October 21, 2020, by and among Casella Waste Systems, Inc. and Raymond James & Associates, Inc. and BofA Securities, Inc., 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 October 21, 2020 | |
| 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: October 23, 2020 | By: | /s/ Edmond R. Coletta | ||||
| Edmond R. Coletta | ||||||
| Senior Vice President and Chief Financial Officer | ||||||