WCA Waste begins tender offer, solicits consents to amend 7½% notes

By Marisa Wong

Madison, Wis., Feb. 7 - WCA Waste Corp. began a tender offer to purchase for cash any and all of its $175 million of outstanding 7½% senior notes due 2019.

WCA is concurrently soliciting consents to proposed amendments to the indenture governing the notes. These amendments would eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. The company is also proposing 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.

WCA is undertaking the tender offer and consent solicitation in connection with a merger announced in December. 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. As previously reported, the merger was approved by WCA's board of directors and is expected to be completed in the first quarter.

The tender offer will expire at 2 p.m. ET on March 8.

Holders who tender their notes and deliver their consents by 5 p.m. ET on Feb. 17, 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.

Holder who tender their notes after the consent time but prior to the expiration time will receive the purchase price of par and will not receive the consent payment.

Holders may not deliver their consents without tendering their notes or tender their notes without delivering their consents.

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, 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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