Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - WCA WASTE CORP | h82528exv99w1.htm |
| EX-99.2 - EX-99.2 - WCA WASTE CORP | h82528exv99w2.htm |
| EX-99.3 - EX-99.3 - WCA WASTE CORP | h82528exv99w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 23, 2011
WCA Waste Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-50808 | 20-0829917 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification number) |
| One Riverway, Suite 1400 | 77056 | |
| Houston, Texas | (Zip Code) | |
| (Address of principal executive offices) |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 7.01 | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
| EX-99.3 | ||||||||
Table of Contents
Item 7.01
WCA Waste Corporation (the “Company”) issued a press release announcing the intent to offer senior
notes in a private placement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The Company also issued a press release announcing the launch of its tender offer for all of its
outstanding 9.25% Senior Notes due 2014. A copy of the press release is furnished as Exhibit 99.2
to this Current Report on Form 8-K.
Attached
as Exhibit 99.3 to this Current Report on Form 8-K is a description
of the Company’s recent acquisitions
and summary historical consolidated financial data. The information is furnished as Exhibit 99.3 to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01
shall be deemed to be “furnished” and not “filed” for purposes of the Securities Exchange Act of
1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
99.1
|
Press Release — WCA Waste Corporation Announces $175 Million Senior Notes Offering, dated May 23, 2011. | |
99.2
|
Press Release — WCA Waste Corporation Announces Cash Tender Offer and Consent Solicitation for its 9.25% Senior Notes due 2014, dated May 23, 2011. | |
99.3
|
Recent Acquisitions and Summary Historical Consolidated Financial Data. |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, regarding the Company’s business, financial condition, results of
operations and prospects. Words such as expects, anticipates, intends, plans, believes, seeks,
estimates and similar expressions or variations of such words are intended to identify
forward-looking statements. However, these are not the exclusive means of identifying
forward-looking statements. Although forward-looking statements contained in this Report reflect
the Company’s good faith judgment, such statements can only be based on facts and factors currently
known to the Company. Consequently, forward-looking statements are inherently subject to risks and
uncertainties, and actual outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. Further information about the risks and uncertainties that may
impact the Company are described in the sections entitled “Risk Factors” and “— Cautionary
Statement about Forward-Looking Statements” included in our Annual Report on Form 10-K for the year
ended December 31, 2010 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
You should read those sections carefully. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Report. We undertake no obligation to update
publicly any forward-looking statements in order to reflect any event or circumstance occurring
after the date of this Report or currently unknown facts or conditions or the occurrence of
unanticipated events.
Table of Contents
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: May 24, 2011 | /s/ Charles A. Casalinova | |||
| Charles A. Casalinova | ||||
| Senior Vice President and Chief Financial Officer | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit Number | Description | |
99.1
|
Press Release — WCA Waste Corporation Announces $175 Million Senior Notes Offering, dated May 23, 2011. | |
99.2
|
Press Release — WCA Waste Corporation Announces Cash Tender Offer and Consent Solicitation for its 9.25% Senior Notes due 2014, dated May 23, 2011. | |
99.3
|
Recent Acquisitions and Summary Historical Consolidated Financial Data. |