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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 2, 2025
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Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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| | | | | | | | | | | | | | |
| 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
Symbol(s) | | 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 8.01 Other Events.
On September 2, 2025, Casella Waste Systems, Inc. (the “Company”) closed the remarketing of $37.5 million aggregate principal amount of New York State Environmental Facilities Corporation (the “Issuer”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2020R-1 issued on September 2, 2020 (collectively, the “Bonds”). The Bonds were originally issued in the aggregate principal amount of $40.0 million and have a final maturity of September 1, 2050. On September 2, 2025, the Bonds were remarketed, in the principal amount of $37.5 million (the “Remarketed Bonds”) at an interest rate of 4.250% per annum for an interest rate period ending on September 2, 2030. Also on September 2, 2025, the Company redeemed $2.5 million aggregate principal amount of Bonds with cash on hand.
The Bonds were issued pursuant to the Indenture dated as of September 1, 2020, by and between U.S. Bank National Association, as predecessor in interest to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and the Issuer (the “Indenture”). The proceeds of the offering of the Bonds were loaned to the Company to finance the purchase of assets for use in the Company’s or its subsidiaries’ operations in the State of New York, and to pay certain costs of issuance of the Bonds pursuant to a Loan Agreement, dated as of September 1, 2020, with the Issuer (the “Loan Agreement”). The Loan Agreement requires the Company to satisfy the obligation to pay amounts from time to time owing with respect to the Bonds issued by the Issuer.
The Remarketed Bonds are guaranteed by all or substantially all of the subsidiaries of the Company pursuant to an Amended and Restated Guaranty Agreement dated as of August 1, 2023, jointly and severally by and among the guarantors party thereto and the Trustee, as joined, amended and supplemented, and as reaffirmed by a Reaffirmation of Guaranty executed by each guarantor dated September 2, 2025 (the “Guaranty”). Pursuant to the Guaranty, each guarantor will guarantee to the Trustee for the benefit of the owners and beneficial holders of the Remarketed Bonds the full and prompt payment of (i) the principal of and redemption premium, if any, on the Remarketed Bonds when and as the same become due; (ii) the interest on the Remarketed Bonds when and as the same becomes due; (iii) the purchase price of the Remarketed Bonds tendered or deemed tendered for purchase pursuant to the Indenture; and (iv) all loan payments and purchase price payments due or to become due from the Company under the Loan Agreement (collectively, the “Guaranteed Obligations”). The obligations of each guarantor under the Guaranty will, subject to the release provisions contained therein, remain in full force and effect until the entire principal payment of, redemption premium, if any, and interest on or purchase price of the Remarketed Bonds has been paid or provided for according to the terms of the Indenture and all other Guaranteed Obligations have been paid and satisfied in full.
The Remarketed Bonds were issued as tax-exempt bonds. If the Company does not comply with certain of its covenants under the Indenture, Loan Agreement or Tax Compliance Agreement dated September 1, 2020, as supplemented by that certain Supplement to Tax Compliance Agreement dated August 24, 2023 and that certain Second Supplemental to Tax Compliance Agreement dated September 2, 2025 (collectively, the “Tax Certificate”), or if certain representations or warranties made by the Company in the Loan Agreement, Tax Certificate, or in certain related certificates of the Company are false, then the interest on the Remarketed Bonds may become includable in gross income of the bondholders for federal income tax purposes, retroactively to the date of original issuance of such Remarketed Bonds. If the Remarketed Bonds are declared to be taxable or the Loan Agreement is determined to be invalid, the Indenture provides that the Remarketed Bonds are subject to mandatory redemption at a redemption price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the date of redemption.
SIGNATURE
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.
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| | CASELLA WASTE SYSTEMS, INC. | |
| | | |
| Date: September 2, 2025 | | By: | | /s/ Bradford J. Helgeson | |
| | | | Bradford J. Helgeson | |
| | | | Executive Vice President and Chief Financial Officer | |
