Date: March 2, 2011
Source: Casella Waste Systems, Inc.
Casella Waste Systems (Rutland, VT) said it has completed the sale of 17 recycling facilities and a transfer station in its non-core operating markets to a newly established company, Re Community Holdings, LP (New York, NY) for $134.1 million. The new company, which will go by the name ReCommunity, was formed by investment firms Pegasus Capital Advisors LP and Intersection LLC in partnership with MissionPoint Capital Partners LLC, HarbourVest Partners LLC, and Ares Capital Corp. James Bohlig, a former senior vice president at Casella, will serve as ReCommunity's CEO. The transaction moves Casella further along its longer term goal of driving shareholder value by shedding non-core operations in favor of those where the company can vertically integrate its collection, processing and disposal functions by driving volumes through its own facilities. Similarly, in July last year, Casella sold its Cape Cod and Rochester Mass. transfer and hauling assets for $7.8 Million to a small private company. In both cases, the company has used the proceeds to reduce debt.
PRESS RELEASE
Casella Waste Systems, Inc. Announces Completion of the Divestiture of $134.1 Million of Non-Integrated Recycling Assets
Transaction Drives Both Substantial Debt Reduction and Simplifies the Company's Operating Platform
Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today that it has completed the sale of select non-integrated recycling assets to a new company formed by Pegasus Capital Advisors, L.P. and Intersection, LLC for $134.1 million in gross proceeds, including an estimated $3.7 million working capital adjustment.
Highlights include:
Net cash proceeds of approximately $120.0 million to be used to repay Senior Secured Term Loan B borrowings.
Transaction results in pro forma leverage of 4.0x, down 0.4x from the October 31, 2010 leverage of 4.4x, as calculated per Senior Secured Credit Agreement.
The assets sold as part of this transaction contributed $14.0 million consolidated Adjusted EBITDA* for the twelve months ended October 31, 2010.
The divested assets include the FCR recycling assets located outside the company's core operating region of New York, Massachusetts, Vermont, New Hampshire, Maine and northern Pennsylvania, including 17 material recycling facilities, 1 transfer station and certain related intellectual property assets.
Casella's business strategy remains focused on providing integrated solid waste, recycling, and resource transformation solutions to its customers throughout the Northeastern U.S.
"A little over a year ago we laid out an ambitious plan to drive long-term shareholder value by selling non-integrated assets to reduce leverage and improve our balance sheet," said John W. Casella, chairman and CEO of Casella Waste Systems. "With the closing of this divestiture we have made substantial progress towards our debt reduction goals, and we are well positioned for the future with a stronger balance sheet and a solid operating platform."
Non-GAAP Financial Measures
For the twelve months ended October 31, 2010, the assets to be sold as part of this transaction contributed $14.0 million consolidated Adjusted EBITDA which can be reconciled to Net Income as follows, $10.3 million of Net Income plus $4.2 million of Depreciation and Amortization less ($0.5) million of Other (Income).
In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), the company also discloses earnings before interest, taxes, depreciation and amortization, adjusted for accretion, depletion of landfill operating lease obligations, severance and reorganization charges, a goodwill impairment charge, an environmental remediation charge as well as development project charges (Adjusted EBITDA) which is a non-GAAP measure and can be reconciled to Net Income (Loss).
We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of our results. Management uses this non-GAAP measure to further understand our "core operating performance." We believe our "core operating performance" represents our on-going performance in the ordinary course of operations. We believe that providing Adjusted EBITDA to investors, in addition to corresponding income statement measures, provides investors the benefit of viewing our performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations may look in the future. We further believe that providing this information allows our investors greater transparency and a better understanding of our core financial performance. In addition, the instruments governing our indebtedness use a bank defined cash flow metric (Adjusted EBITDA with additional adjustments) to measure our compliance with covenants such as interest coverage, leverage and debt incurrence.
Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the U.S. Adjusted EBITDA should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles in the U.S., and may be different from Adjusted EBITDA presented by other companies.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste, recycling and resource management services in the northeastern United States. For further information, contact Ned Coletta, vice president of finance and investor relations at (802) 772-2239, or Ed Johnson, chief financial officer at (802) 772-2241, or visit the company's website at www.casella.com.
Safe Harbor Statement
Certain matters discussed in this press release 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 we "believe," "expect," "anticipate," "plan," "may," "will," "would," "intend," "estimate" and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the disposition and the industry and markets in which we operate and management's beliefs and assumptions. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in the forward-looking statements made. Such forward-looking
statements, and all phases of our 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 our forward-looking statements. Such risks and uncertainties include or relate to, among other things those detailed in Item 1A, "Risk Factors" in our Form 10-K for the year ended April 30, 2010.
We undertake 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.
Ned Coletta
(802) 772-2239
Ed Johnson
(802) 772-2241
www.casella.com.
PRESS RELEASE
Pegasus Capital, LLC and Intersection LLC in Partnership with MissionPoint Capital Partners LLC, HabourVest Partners LLC, and Ares Capital Corporation Close Acquisition of Select Assets of FCR, the Leading Recycling and Recovery Assets Unit, from Casella Waste Systems, Inc.
Rebrand New Company as "ReCommunity"
Acquisition Establishes Strategic Platform Focused on Recovering, Recycling and Repowering Our Nation's Communities
Re Community Holdings, LP to Have Immediate National Footprint of 18 Recycling and Recovery Facilities in Nine States
Pegasus Capital, LLC, an affiliate of Pegasus Capital Advisors, L.P., and Intersection, LLC announced today the creation of Re Community Holdings, LP (ReCommunity), a new entity formed in partnership with MissionPoint Capital Partners LLC, HarbourVest Partners LLC, and Ares Capital Corporation, following the closing of an acquisition of select recycling assets of FCR, Inc., a wholly-owned subsidiary of Casella Waste Systems, Inc.
ReCommunity will serve as a strategic platform focused on recovering, recycling and repowering communities across America. ReCommunity will enable community partners to generate additional revenue, recover community owned resources, create new jobs, fund budget shortfalls, and reduce their carbon footprint.
Leveraging the assets and intellectual property purchased from Casella, ReCommunity intends to build a market-dominant company that dramatically reduces the volume of land-filled waste through conversion into useful products such as recycled commodities, low-carbon energy, engineered feedstock, bio-fuels and other value-added recycled products.
ReCommunity aims to lead a "recovery revolution" by repositioning waste as a strategic community resource instead of a growing liability. As part of the acquisition, ReCommunity acquired intellectual property including: (i) patents related to methods of sorting for material characterization in recycling streams; (ii) Material Recovery Facility (MRF) automation; and (iii) the production of engineered fuel feedstock from a waste stream. The transaction includes an ongoing technology use license to Casella, which will allow Casella to utilize this intellectual property in its own business subject to certain restrictions. The acquired technology will enable ReCommunity to maximize the conversion of waste streams that would otherwise go into landfills into marketable products.
The new platform company will be led by James Bohlig, former SVP and Director of Casella Waste Systems, and Paula Calabrese, Director of Strategic Planning, who drove the vision, intellectual property and platform approach, as well as Sean Duffy, President of FCR, who managed all of Casella's FCR Recycling Operations.
"The core of our strategy is to continue and expand our record of long-term community partnership and work together towards a more fiscally and environmentally sustainable future" said James Bohlig, who will serve as CEO of ReCommunity. "We believe that our deep community relationships combined with unique intellectual property, a proven and passionate management team and the necessary capital for growth are a winning combination in the marketplace."
Under the new brand of ReCommunity, former FCR senior management will continue to run ReCommunity operations, post-acquisition. This leadership team includes market-leading executives with the expertise, relationships, and proven track record to provide customized solutions for communities nationally. FCR has expertise in designing, building and operating material recovery centers to service the recycling needs of municipal and independent hauling partners across the Eastern United States. FCR operates 18 facilities in nine states, recovering and returning to market nearly one million tons of recovered commodities each year. The acquired FCR facilities have a strong track record of developing sustainable, long-term public-private partnerships with the communities they serve.
"By forging private-public partnerships with the communities we serve, we will help lead the new economy with new jobs and growth," said Sean Duffy, the President and Chief Operating Officer of ReCommunity. "Community behavior has local and global implications, and we see the future of America's communities as clean, independent, resilient and maximizing the use of their own resources. Our team deeply believes in sustainability, community partnerships and job creation, and we're excited to see this vision come to fruition."
"ReCommunity is the latest demonstration of our commitment to developing successful companies and technologies that address the real issues of scarce resources facing our economy," said Craig Cogut, Managing Partner and founder of Pegasus Capital Advisors, L.P., who will serve as the new company's Chairman. "With an exceptional leadership team, solid business fundamentals, and groundbreaking intellectual property, this new company is well positioned to solve problems all of our communities face. We look forward to working together with them and all of our talented partners at Intersection, MissionPoint, HarbourVest and Ares to significantly transform not only how America recovers waste, but how our country views its potential."
The group of investors, led by Pegasus Capital Advisors and MissionPoint Capital Partners, will actively support the company and provide access to significant additional capital to facilitate the company's growth strategy. In addition to Pegasus and MissionPoint, other partners, including HarbourVest Partners LLC and Ares Capital Corporation, have committed capital to support the company.
About Pegasus Capital Advisors, L.P.
Pegasus Capital Advisors, L.P. is a U.S.-based private equity fund manager that provides creative capital and strategic solutions to middle market companies across a variety of industries. The firm creates values from buying right and building businesses over time.
Established in 1995, Pegasus currently manages approximately $2.0 billion in assets through several private equity funds and has made more than 80 investments since its inception, generating very attractive risk adjusted returns. The firm employs over 60 uniquely talented investment and advisory professionals that work out of main offices in Cos Cob, CT and New York, NY, as well as several satellite locations. More information on Pegasus can be found at www.pcalp.com.
About Intersection, LLC
The ReCommunity opportunity and strategy was identified and developed by Intersection. Intersection is a unique business development and investment company whose focus is on generating seminal events (e.g. large strategic sales and alliances, shifts in public policy, business model transformations, and the acquisition of companies that are not for sale). These seminal events often create meaningful equity value and accelerated market growth and recognition. Intersection is committed to initiatives that have positive societal impact, which by their nature, attract exceptional people, ideas and opportunities. Intersection's market focus is on the sustainability of the environment and human health. For more information about Intersection, please see www.intersectionpartners.com.
About MissionPoint Capital Partners
MissionPoint Capital Partners is a leading private investment firm focused on financing the global transition to a low-carbon, sustainable economy. MissionPoint provides growth capital to energy, industrial and financial services companies that enable cleaner, more sustainable energy, transportation and industrial infrastructure. For more information visit www.missionpointcapital.com.
About HarbourVest Partners, LLC
HarbourVest Partners, LLC is an independent global private equity firm that invests in buyout, venture capital, mezzanine debt, and distressed debt through primary partnerships, secondary purchases, and direct investments in companies. Investors in HarbourVest's funds include more than 350 institutional investors, including pension funds, endowments, foundations, and financial institutions throughout the U.S., Canada, Europe, Australia, Latin America, and Japan. HarbourVest and its subsidiaries have more than 230 employees, including more than 70 investment professionals deployed in Boston, London, and Hong Kong. In over 28 years of investing in private equity, the team has invested $4 billion directly in operating companies, committed more than $22 billion to newly-formed funds, and completed over $7 billion in secondary purchases.
About Ares Capital Corporation
Ares Capital (Nasdaq: ARCC) is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. With offices in Atlanta, Chicago, Los Angeles, New York and Washington, D.C., Ares Capital is a specialty finance company that provides integrated debt and equity financing solutions to U.S. middle market companies. Ares Capital invests primarily in first-lien and second-lien loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, Ares Capital also makes equity investments. Ares Capital is externally managed by Ares Capital Management LLC, an affiliate of Ares Management LLC, a global alternative asset manager and a Securities and Exchange Commission registered investment adviser. As of December 31, 2010, Ares Management LLC had approximately $39 billion of committed capital under management. For more information, visit www.arescapitalcorp.com.
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