Highlights Company's Financial Performance Improvements and
Appointment of New Lead Independent Director
Urge for Stockholders to Vote the WHITE
Proxy Card
RUTLAND, Vt.--(BUSINESS WIRE)--
Casella Waste Systems, Inc. (Nasdaq: CWST) ("Casella"
or the "Company"), a regional solid waste,
recycling, and resource management services company, today announced
that, in connection with its 2015 Annual Meeting of Stockholders to be
held on November 6, 2015 (the "2015 Annual Meeting"),
its Board of Directors has issued an additional letter to Casella's
stockholders.
The letter, which is being sent to stockholders together with a WHITE
proxy card, highlights the improvements in Casella's financial
performance demonstrated by its preliminary financial results for the
third quarter and the appointment of James E. O'Connor, the former
Chairman of Republic Services, Inc. who joined the Casella Board of
Directors in July 2015, to serve as the Casella Board's lead independent
director. The Casella Board recommends that stockholders vote on the WHITE
proxy card FOR the election of all
three of its highly qualified and very experienced nominees - John W.
Casella, William P. Hulligan and James E. O'Connor - standing for
election at the 2015 Annual Meeting. Stockholders are therefore
urged to promptly vote the WHITE
proxy card via internet, telephone or mail by following the instructions
provided. The Board also urges stockholders to discard any gold proxy
card or voting instruction form they may receive from JCP Investment
Management, LLC and the other participants in its solicitation (the "JCP
Group").
As previously disclosed, the JCP Group is conducting a proxy contest and
are seeking the election at the 2015 Annual Meeting of two director
candidates in opposition to the highly qualified and very experienced
nominees unanimously recommended by the Casella Board. In order for
stockholders to have access to all relevant information concerning the
2015 Annual Meeting that Casella has made available, Casella has
developed a website focused on the 2015 Annual Meeting, which is
accessible at www.casellashareholders.com.
The full text of the letter is as follows:
October 21, 2015
Dear Fellow Casella Stockholder:
IMPORTANT BREAKING NEWS!
2015 has been an exciting year for Casella Waste Systems, Inc. Over the
past year, we have made a number of announcements related to our
improved financial and operating results and our efforts to refresh the
Board of Directors that is overseeing our efforts to drive stockholder
value. In this regard, we once again have some very exciting news to
share with you.
CASELLA ANNOUNCES PRELIMINARY FINANCIAL RESULTS
FOR THE
THIRD QUARTER ENDED SEPTEMBER 30, 2015
DEMONSTRATING
IMPROVED FINANCIAL RESULTS DRIVEN BY STRONG EXECUTION
On October 19, 2015, Casella reported preliminary results for the
three-month period ended September 30, 2015, and demonstrated that it
continues to execute well against key strategies driving improved
financial performance. Third quarter preliminary financial highlights
included the following:
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Revenues were $146.2 million, up $4.3 million, or 3.0%, from the same
period in 2014.
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Operating Income was $12.7 million, up $2.1 million, or 19.5%, from
the same period in 2014.
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Net income attributable to common stockholders was $2.3 million, up
$1.2 million, or 112.6%, from the same period in 2014.
During the third quarter, we continued to execute well against our key
strategies of increasing landfill returns, improving collection route
profitability, creating incremental value through resource solutions,
reducing financial and operational risks, and improving our balance
sheet. In addition, Casella has continued to demonstrate its commitment
to reducing leverage and increasing its cash flow generation by retiring
its highest cost debt. During the third quarter, Casella permanently
retired $9.7 million of it 7.75% Senior Subordinated Notes due 2019
using positive cash flow generated year-to-date.
IN THE LATEST SIGNIFICANT CHANGE TO THE CASELLA BOARD
TO
BE IMPLEMENTED OVER THE PAST YEAR,
JAMES E. O'CONNOR HAS
BEEN NAMED AS CASELLA'S LEAD INDEPENDENT DIRECTOR
On the same date that we announced our improved financial results, we
also announced that James E. O'Connor, a waste management industry
veteran who joined the Casella Waste Systems, Inc. Board of Directors in
July 2015, has been appointed to serve as the Casella Board's lead
independent director effective immediately.
We believe Mr. O'Connor is extremely well suited to serve as the Casella
Board's lead independent director. We also believe that his past
experience leading the Board of Directors of Republic Services, Inc.,
the second largest waste management company in North America, his 40
years of experience in the waste management industry and his experience
serving on the board of directors of other publicly-traded companies
provides him with the relevant leadership, industry and governance
experience needed for a strong lead independent director. Mr. O'Connor's
appointment is the result of constructive input from our stockholders
and is further evidence of our ongoing commitment to enhance the ability
of our Board to serve the long-term interests of stockholders.
The change in leadership of the Casella Board announced earlier this
week is the latest significant change in the Casella Board to be
implemented over the past year. Reflective of the Casella Board's
continuing commitment to recruit new independent and highly-qualified
directors that have perspectives, insights, experiences and competencies
that expand the depth and breadth of the Board, Mr. O'Connor and fellow
waste management industry veteran William P. Hulligan, both of whom are
standing for re-election to the Casella Board at the 2015 Annual
Meeting, were added to the Casella Board as independent directors within
the past four months after a year-long director search process. Messrs.
O'Connor and Hulligan are two of the most experienced, accomplished and
admired individuals in the waste management industry.
Messrs. Hulligan and O'Connor bring to the Casella Board extensive
senior management and governance experience at leading waste management
companies as well as a track record of driving growth and stockholder
value creation. As Casella continues to execute on its ongoing strategic
initiatives to drive revenues and enhance profitability, the experience
and expertise of Messrs. Hulligan and O'Connor will be extremely
valuable to Casella.
With the recent additions of Messrs. Hulligan and O'Connor to the
Casella Board, the Casella Board is composed of nine highly-qualified
and experienced directors, seven of whom are independent, and boasts a
broad and diverse set of skills and experiences in the areas of solid
waste collection, recycling, disposal services, operations, accounting,
finance, mergers and acquisitions, capital markets, capital allocation,
capital structure, risk management, and strategic planning.
SUPPORT YOUR BOARD'S HIGHLY QUALIFIED NOMINEES
BY VOTING
THE WHITE PROXY CARD TODAY
The upcoming Annual Meeting is a significant event that could determine
the future of Casella. Your vote is important - no matter how many
shares you own - as no stockholder is too small.
Whether or not you plan to attend the Annual Meeting, we urge you to
sign, date and return the enclosed WHITE
proxy card in the postage-paid envelope provided and vote FOR
ALL your Board's highly qualified and very experienced
nominees - John W. Casella, William P. Hulligan
and James E. O'Connor. You may also vote by telephone or
Internet by following the instructions on the enclosed WHITE
proxy card.
We also urge you to discard any proxy card or voting instruction form
you may receive from JCP. Even a WITHHOLD vote with respect to JCP's
nominees on its proxy card will cancel any proxy previously given to
Casella. If you previously signed a proxy card sent to you by JCP, you
can revoke that proxy card and vote for your Board's recommended
nominees by voting a new WHITE proxy
card. Only your latest-dated proxy card will count. Your Board
encourages you to vote each WHITE
proxy card you receive.
On behalf of your Board of Directors, we thank you for your continued
support of Casella. We look forward to communicating further with you in
the coming weeks.
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Sincerely,
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John W. Casella
Chairman & CEO
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James E. O'Connor
Lead Independent Director
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If you have any questions, require additional copies of Casella's
proxy materials or need assistance in voting your WHITE
proxy card, please contact our proxy solicitor at the phone numbers or
email listed below:
Mackenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500
(Call Collect) or Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
Forward-Looking Statements
Certain matters discussed in this letter, including, but not limited to,
the statements regarding preliminary financial results, are
"forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be
identified as such by the context of the statements, including words
such as "believe," "expect," "anticipate," "plan," "may," "would,"
"intend," "estimate," "guidance" and other similar expressions, whether
in the negative or affirmative. Similarly, statements that describe the
objectives, plans or goals of Casella are forward-looking. Such
forward-looking statements include, but are not limited to, statements
regarding the anticipated proxy contest by JCP Investment Management,
LLC and the other participants in its solicitation, Casella's
initiatives to improve Casella's performance and increase its growth and
profitability, Casella's future operational and financial performance,
Casella's actions taken or contemplated to enhance its long-term
prospects and enhance value for its stockholders, Casella's efforts to
execute on and implement its strategic plan, Casella's plans to simplify
its business structure, Casella's actions taken or contemplated with
respect to corporate and board governance, Casella's plans to improve
its cash flows and reduce its risk exposure by divesting or closing
operations that do not fit within its core strategy, Casella's plans to
strengthen its balance sheet, promote financial flexibility and position
Casella to achieve its target growth trajectory and Casella's plans to
achieve its three (3) year financial objectives and to drive additional
value creation for the benefit of all its stockholders. These
forward-looking statements are based on current expectations, estimates,
forecasts and projections and management's current beliefs and
assumptions and, accordingly, are not guarantees of future performance.
Such forward-looking statements, and all phases of Casella's operations,
involve a number of risks and uncertainties, any one or more of which
could cause actual results to differ materially from those described in
Casella's forward-looking statements. There are a number of important
risks and uncertainties that could cause Casella's actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and uncertainties
include, without limitation, risks related to the actions of JCP and
other activist stockholders, including the amount of related costs
incurred by Casella and the disruption caused to Casella's business
activities by these actions and those risks detailed in Item 1A, "Risk
Factors" in Casella's Form 10-KT for the transition period ended
December 31, 2014, in its Form 10-Q for the quarterly period ended June
30, 2015 and in its subsequent filings with the Securities and Exchange
Commission ("SEC"). Accordingly, you should
not rely upon forward-looking statements as a prediction of actual
results. Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed
to be participants in the solicitation of proxies from Casella's
stockholders in connection with the matters to be considered at
Casella's 2015 Annual Meeting of Stockholders. On September 22, 2015,
Casella filed a definitive proxy statement and accompanying definitive WHITE proxy
card with the SEC in connection with the
solicitation of proxies from Casella stockholders in connection with the
matters to be considered at Casella's 2015 Annual Meeting of
Stockholders. Information regarding the identity of participants, and
their direct or indirect interests, by security holdings or otherwise,
is set forth in such definitive proxy statement, including the schedules
and appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE
PROXY CARD AND OTHER DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy
card, and any other documents filed by Casella with the SEC for no
charge at the SEC's website at www.sec.gov.
Copies are also available at no charge at the Investor Relations section
of Casella's corporate website at www.casella.com,
by writing to Casella's Corporate Secretary at Casella Waste Systems,
Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casella's
Corporate Secretary at (802) 772-2257.
Casella is being advised in connection with the proxy contest by Wilmer
Cutler Pickering Hale and Dorr LLP and Morgan, Lewis & Bockius LLP.
Mackenzie Partners, Inc. is serving as Casella's proxy solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides
solid waste management services consisting of collection, transfer,
disposal, and recycling services in the northeastern United States. For
further information, investors may contact Ned Coletta, Chief Financial
Officer at (802) 772-2239; media may contact Joseph Fusco, Vice
President at (802) 772-2247; and anyone may visit Casella's website at http://www.casella.com.
Forward-Looking Statements
Certain matters discussed in this press release, including, but not
limited to, the statements regarding preliminary financial results, are
"forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be
identified as such by the context of the statements, including words
such as "believe," "expect," "anticipate," "plan," "may," "would,"
"intend," "estimate," "guidance" and other similar expressions, whether
in the negative or affirmative. Similarly, statements that describe the
objectives, plans or goals of Casella are forward-looking. Such
forward-looking statements include, but are not limited to, statements
regarding the anticipated proxy contest by JCP Investment Management,
LLC and the other participants in its solicitation, Casella's
initiatives to improve Casella's performance and increase its growth and
profitability, Casella's future operational and financial performance,
Casella's actions taken or contemplated to enhance its long-term
prospects and enhance value for its stockholders, Casella's efforts to
execute on and implement its strategic plan, Casella's plans to simplify
its business structure, Casella's actions taken or contemplated with
respect to corporate and board governance, Casella's plans to improve
its cash flows and reduce its risk exposure by divesting or closing
operations that do not fit within its core strategy, Casella's plans to
strengthen its balance sheet, promote financial flexibility and position
Casella to achieve its target growth trajectory and Casella's plans to
achieve its three (3) year financial objectives and to drive additional
value creation for the benefit of all its stockholders. These
forward-looking statements are based on current expectations, estimates,
forecasts and projections and management's current beliefs and
assumptions and, accordingly, are not guarantees of future performance.
Such forward-looking statements, and all phases of Casella's operations,
involve a number of risks and uncertainties, any one or more of which
could cause actual results to differ materially from those described in
Casella's forward-looking statements. There are a number of important
risks and uncertainties that could cause Casella's actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and uncertainties
include, without limitation, risks related to the actions of JCP and
other activist stockholders, including the amount of related costs
incurred by Casella and the disruption caused to Casella's business
activities by these actions and those risks detailed in Item 1A, "Risk
Factors" in Casella's Form 10-KT for the transition period ended
December 31, 2014, in its Form 10-Q for the quarterly period ended June
30, 2015 and in its subsequent filings with the Securities and Exchange
Commission ("SEC"). Accordingly, you should
not rely upon forward-looking statements as a prediction of actual
results. Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed
to be participants in the solicitation of proxies from Casella's
stockholders in connection with the matters to be considered at
Casella's 2015 Annual Meeting of Stockholders. On September 22, 2015,
Casella filed a definitive proxy statement and accompanying definitive WHITE proxy
card with the Securities and Exchange Commission ("SEC")
in connection with the solicitation of proxies from Casella stockholders
in connection with the matters to be considered at Casella's 2015 Annual
Meeting of Stockholders. Information regarding the identity of
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in such definitive proxy statement,
including the schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE
ACCOMPANYING WHITE PROXY CARD AND OTHER
DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain the definitive proxy statement, any amendments or supplements
to the definitive proxy statement, the accompanying definitive WHITE proxy
card, and any other documents filed by Casella with the SEC for no
charge at the SEC's website at www.sec.gov.
Copies are also available at no charge at the Investor Relations section
of Casella's corporate website at www.casella.com,
by writing to Casella's Corporate Secretary at Casella Waste Systems,
Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casella's
Corporate Secretary at (802) 772-2257.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151021005164/en/
Casella Waste Systems, Inc.
Investors:
Ned Coletta,
802-772-2239
Chief Financial Officer
or
Media:
Joseph
Fusco, 802-772-2247
Vice President
or
Sard Verbinnen & Co.
Mark
Harnett/Zachary Tramonti, 212-687-8080
Source: Casella Waste Systems, Inc.
News Provided by Acquire Media
