HOUSTON, Oct. 28, 2015 /PRNewswire/ --
Dear Fellow Casella Stockholder:
JCP Investment Management, LLC ("JCP"), together with its affiliates, currently owns approximately 5.8% of Casella Waste Systems, Inc (NASDAQ: CWST) ("Casella" or the "Company"). We have nominated two highly-qualified, independent candidates, Brett W. Frazier and James C. Pappas, for election to Casella's board of directors (the "Board") at the upcoming annual meeting of stockholders (the "Annual Meeting") to be held next Friday, November 6, 2015. For the last nine months, JCP has worked diligently to introduce fresh perspective, real accountability and focus on the public stockholders into Casella's performance and strategy. Along the way we have heard from many of our fellow stockholders who have expressed support for the change and accountability we are seeking at Casella, for which we are very grateful.
To be clear, as a 5.8% Class A shareholder we are here to monitor the management's execution of the promises they have made to shareholders. Casella has not achieved a guidance in 18 years as a public company. The Company's chances of success are multiplied with JCP's nominees on the Board. If the management plan does not work, we are here to make sure strategic alternatives are explored.
As long-term stockholders, we would happily buy into management's promise of increased returns if it could be trusted. But Casella's management as well as Casella's Board continue to be led by John Casella and his brother and this old guard is singing a well-familiar tune.
They promised stockholders a turnaround in their 2010 plan and then again in their 2012 plan and both have proven failures (both plans resulted in a decrease or flat EBITDA and since the 2012 plan leverage has only increased from 4.7x to 5.1x while Class A stockholders have been massively diluted with an 11.5 million share issuance).
It is crucial that stockholders continue to demand accountability from Casella's management and Board by electing JCP's nominees so we can tackle Casella's long-term challenges and create sustainable improvement.
We are seeking to add two independent directors on the Board who will oversee impartially John Casella and his management team and will ensure the best interests of the Class A public stockholders are paramount in all material decisions, including in pursuing strategic alternatives if this proves to be a value-maximizing option.
DON'T BE FOOLED BY MANAGEMENT'S PROMISES
We have always been firm believers in Casella's landfills, trucks and transfer stations. Unfortunately, as all long-term investors know, Casella's track record over the last ten years is littered with strategy reversals and unrealized promises of margin improvement, enhanced growth, and lower leverage.
Under the harsh light of a proxy contest, Casella management is offering more new promises to deliver improvements.
WITHOUT JCP'S CONTEST, NONE OF CASELLA'S SHORT TERM CHANGES WOULD HAVE HAPPENED
Ask yourself: with management responding to themselves as part of a management -partial Board will they see through completion the initiatives they promise public stockholders today? Or will the public stockholders once again find themselves cheated as they were in 2010 and then again in 2012 once the Annual Meeting is over and pressure from JCP subsides?
And if this new plan fails again, will John Casella -- founder, CEO, Chairman and Class B holder of Casella-- do what is right for us the Class A stockholders? Will he open-mindedly explore all strategic alternatives to maximize value for the Class A stockholders?
In our conversations with you, Casella's true owners, we have found broad agreement with our views on Casella's performance and our proposed strategies to improve that performance. In fact, we have found that most investors accept as a predicate that Casella needs dramatic change and that accountability has been desperately lacking for years. Pressure to perform from stockholders has started the ball rolling, but it will take more than promises to generate durable performance improvement and sustainable value enhancement. Stockholder-driven accountability is working - we need your help to finish the job.
WE WANT SUCCESSFUL EXECUTION
IF CASELLA'S PLAN FAILS, WE NEED TO SEEK STRATEGIC ALTERNATIVES
This debate has always been about who is better equipped to demand answers to the tough questions that Casella's leadership has avoided for a decade: the status quo handpicked nominees or independent stockholder representatives. As independent nominees of major stockholders, the JCP director candidates are focused on the issues that matter to all Casella stockholders.
We encourage stockholders to send a message that pressure to perform does not end with the Annual Meeting by voting the GOLD proxy card to elect both JCP nominees.
We believe the choice is clear: a vote for JCP's nominees is a vote to embrace accountability and objective decision-making, and your best insurance policy against a return to the status quo.
James C. Pappas
VOTE FOR THE MOST QUALIFIED SLATE OF DIRECTORS TO RESTORE AND ENHANCE THE VALUE OF YOUR CASELLA INVESTMENT
PLEASE SIGN, DATE, AND MAIL THE GOLD PROXY CARD TODAY If you have any questions, or require assistance with your vote, please call InvestorCom, Inc., toll- free at (877) 972-0090 or direct at (203) 972-9300
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm headquartered in Houston, TX that engages in value-based investing across the capital structure. JCP follows an opportunistic approach to investing across different equity, credit and distressed securities largely in North America.
John Glenn Grau
(203) 972-9300 ext. 11
SOURCE JCP Investment Management, LLC