CWST 8-K: Casella Waste to acquire GFL Environmental solid waste ops for $525M; expects $43M EBITDA

Casella Waste to acquire GFL Environmental solid waste ops for $525M; expects $43M EBITDA

CASELLA WASTE SYSTEMS INC

Purchase price $525M cash; includes 9 hauling ops, 1 transfer station, 1 MRF with ~$185M annualized revenues.

Expected first-12-month EBITDA of $43M; year-3 synergies of $8M; >$130M cash tax benefits estimated.

Expands footprint into Mid-Atlantic (PA, DE, MD); ~80% of revenues from commercial and residential collection.

Financing via cash, revolver, planned Term Loan A; bridge commitment up to $375M; no financing condition.

Expected to close Q3 2023, subject to regulatory approvals and customary conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CASELLA WASTE SYSTEMS INC entered into Equity Purchase Agreement with GFL Environmental Inc., GFL (CW) Holdco, LLC and Waste Industries USA, LLC valued at approximately $525 million in cash (effective 2023-04-21).

Action: entry
Agreement: asset purchase
Counterparty: GFL Environmental Inc., GFL (CW) Holdco, LLC and Waste Industries USA, LLC
Value: approximately $525 million in cash
Effective: 2023-04-21

Exact text from the filing

On April 21, 2023, Casella Waste Systems, Inc. (the “Registrant” or the “Company”) and its wholly-owned subsidiary Casella Mid-Atlantic, LLC (the “Buyer”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with GFL Environmental Inc. (the “Seller Parent”), GFL (CW) Holdco, LLC (“Holdco”) and Waste Industries USA, LLC (“Waste Industries USA”, and together with Holdco, the “Sellers”), pursuant to which the Buyer agreed to acquire 100% of the equity interests in Waste Industries of Maryland, LLC (“Waste Industries Maryland”) and its wholly-owned subsidiary Pink Trash Company, Inc. (“Pink Trash Company”), Waste Industries of Delaware, LLC (“Waste Industries Delaware”), Waste Industries of Pennsylvania, LLC (“Waste Industries Pennsylvania”) and County Waste of Pennsylvania, LLC (“County Waste Pennsylvania” and collectively with Waste Industries Maryland, Pink Trash Company, Waste Industries Delaware and Waste Industries Pennsylvania, the “Target Companies”) from Sellers fo

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