WCA Waste wraps tender offer for 7½% notes in connection with merger

By Susanna Moon

Chicago, March 23 - WCA Waste Corp. said holders tendered $171.95 million principal amount, or about 98.26%, of its $175 million 7½% senior notes due 2019 in the tender offer that ended at 5 p.m. ET on March 22.

WCA accepted all the tendered notes for purchase on March 23, according to a company press release.

The company previously said it planned for the settlement date to coincide with the closing of its acquisition by Cod Intermediate, LLC.

As previously reported, holders had tendered 95.14% of the outstanding notes as of 5 p.m. ET on Feb. 17, the consent time of the tender offer and concurrent consent solicitation. As of 2 p.m. ET on March 8, the original expiration of the tender offer, holders had tendered 97.42% of the outstanding 7½% notes. The offer began Feb. 6.

The company announced on Feb. 16 that it had received the needed consents to amend the notes to 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 made the tender offer and consent solicitation in connection with a merger announced in December and slated for completion in the first quarter. Under the merger, WCA will be bought out by Cod Intermediate, which is indirectly owned by Macquarie Infrastructure Partners II US, LP and Macquarie Infrastructure Partners II International, LP.

Holders who tendered their notes and delivered their consents by the consent time received the total purchase price of $1,012.50 per $1,000 principal amount of notes. The total price includes a consent payment of $12.50 per note.

Holders who tendered their notes after the consent time received par.

The company also paid accrued interest to the settlement date.

The tender offer was conditioned upon the receipt of consents from holders of a majority of the outstanding principal amount of the notes and the execution of a supplemental indenture to the notes indenture and an amendment to the registration rights agreement, which were both satisfied, as well as the receipt of proceeds from a financing to fund the tender offer and consent solicitation and the completion of the acquisition.

On March 5 the company reduced pricing on its $375 million credit facility to Libor plus 425 basis points from Libor plus 500 bps, as reported by Prospect News. The facility consists of a $100 million five-year revolver and a $275 million six-year term loan.

WCA previously launched a consent solicitation on Jan. 27. That offer was 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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