WCA Waste gives early results of tender offer for 7½% notes due 2019

By Marisa Wong

Madison, Wis., Feb. 21 - WCA Waste Corp. said holders of 95.14% of its $175 million 7½% senior notes due 2019 tendered their notes as of 5 p.m. ET on Feb. 17, the consent time of its tender offer and consent solicitation that began on Feb. 6.

The company announced on Feb. 16 that it already received the necessary consents to amend the indenture governing the 7½% notes. The amendments eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. The company also sought consents to amend a registration rights agreement to eliminate all of its obligations under it, including the obligation to file a registration statement for the 7½% notes.

As reported before, WCA is undertaking the tender offer and consent solicitation in connection with a merger announced in December that is expected to be completed in the first quarter. Under the merger, WCA will be bought out by Cod Intermediate, LLC, which is indirectly owned by Macquarie Infrastructure Partners II US, LP and Macquarie Infrastructure Partners II International, LP.

The tender offer is scheduled to expire at 2 p.m. ET on March 8.

Holders who tender their notes and deliver their consents by the consent time will be eligible to receive the total consideration of $1,012.50 per $1,000 principal amount of notes. The total consideration includes a consent payment of $12.50 per note.

Holders who tender their notes after the consent time but prior to the expiration time will receive par and will not receive the consent payment.

The company will also pay accrued interest to the settlement date, which is expected to occur promptly after the expiration date of the offer.

The company intends for the settlement date to coincide with the closing of the acquisition.

The tender offer is conditioned upon the receipt of consents from holders of a majority of the outstanding principal amount of the notes, which has already been satisfied, the execution of a supplemental indenture to the notes indenture and the amendment to the registration rights agreement, the receipt of proceeds from a financing to fund the tender offer and consent solicitation, the consummation of the acquisition and other customary conditions.

WCA previously announced a consent solicitation on Jan. 27. That offer has been terminated.

Credit Suisse Securities (USA) LLC (800 820-1653 and 212 538-2147) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (212 430-3774 for banks and brokers and 866 804-2200) is the information agent and depositary.

WCA is a Houston-based non-hazardous solid-waste services company.

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