UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2324, 2012

WCA Waste Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-50808	20-0829917
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification number)
One Riverway, Suite 1400 Houston, Texas		77056
One Riverway, Suite 1400 Houston, Texas (Address of principal executive offices)		77056 (Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 292-2400

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition.~~Events

OnSUPPLEMENT February 23, 2012, WCA Waste Corporation (the “Company”) made available presentation materials used by the Company at a presentation to potential lenders in connection with the arrangement of a $375,000,000 senior secured credit facility (the “Credit Facility”). An excerpt of the presentation materials is attached hereto as Exhibit 99.#1 ~~and~~TO isDEFINITIVE ~~incorporated~~PROXY ~~herein~~STATEMENT ~~by reference.~~

~~The~~This ~~Credit~~supplemental ~~Facility~~information ~~will~~should be ~~used~~read in ~~connection~~conjunction with the ~~closing~~Definitive ofProxy ~~the~~Statement ~~transactions~~on ~~contemplated~~Schedule by14A ~~the~~filed ~~Agreement~~with ~~and~~the ~~Plan~~Securities ~~of Merger, dated as of December 21, 2011, by~~ and ~~among~~Exchange ~~Cod~~Commission ~~Intermediate,~~(the ~~LLC,~~“SEC”) ~~a Delaware limited liability company, indirectly owned~~ by ~~Macquarie~~WCA ~~Infrastructure~~Waste Corporation ~~Partners II U.S., L.P., a Delaware limited partnership~~ (“~~MIP II US~~WCA”) ~~and~~or ~~Macquarie Infrastructure~~the ~~Partners II International, L.P., a Delaware limited partnership (~~“~~MIP II International~~Company”) ~~and,~~on ~~together with MIP II US~~February 8, 2012 (the “~~Investor~~Definitive ~~Group~~Proxy Statement”), ~~Cod~~which ~~Merger~~should ~~Company,~~be ~~Inc.,~~read ain ~~Delaware~~its ~~corporation~~entirety. ~~and~~Capitalized aterms ~~wholly-owned subsidiary~~used ofbut ~~Cod~~not ~~Intermediate,~~defined ~~LLC~~herein ~~and~~have the ~~Company,~~meanings asset ~~amended~~forth ~~from~~in ~~time to time (~~the Definitive ~~“Merger~~Proxy ~~Agreement”)~~Statement.

~~Non-GAAP~~Litigation ~~Financial Measures~~Related to the Merger

~~The~~As ~~attached~~previously ~~Exhibit~~disclosed ~~99.1~~on ~~contains~~page ~~non-GAAP~~53 ~~financial~~of ~~measures.~~the ~~Our~~Definitive ~~management~~Proxy ~~evaluates~~Statement, ~~our~~on ~~performance~~December 29, ~~based~~2011, ona ~~non-GAAP measures,~~putative ofstockholder ~~which~~class ~~the~~action ~~primary~~complaint ~~performance~~related ~~measure~~to isthe ~~adjusted~~Agreement ~~EBITDA.~~and ~~EBITDA,~~Plan asof ~~commonly~~Merger ~~defined~~(the “Merger Agreement”), ~~refers~~by toand ~~earnings~~among ~~before~~the ~~interest~~Company, ~~taxes~~Cod Intermediate, ~~depreciation~~LLC, a Delaware limited liability company (“Parent”), and ~~amortization~~Cod Merger Company, Inc., ~~Adjusted~~a ~~EBITDA~~Delaware ~~consists~~corporation and a wholly-owned subsidiary of ~~earnings~~Parent (~~net~~“Merger ~~income~~Sub”) orwas filed ~~loss)~~by ~~available~~Tammy ~~to common~~Newman ~~stockholders~~(the ~~before~~“Newman ~~preferred~~Action”), ~~stock~~a ~~dividend~~purported stockholder of WCA, ~~interest~~in ~~expense~~the ~~(including~~District ~~write-off~~Court of ~~deferred~~Harris ~~financing~~County, ~~costs~~Texas ~~and~~(the ~~debt~~“Court”). ~~discount~~Parent is indirectly owned by Macquarie Infrastructure Partners II U.S., L.P. (“MIP II US”) and Macquarie Infrastructure Partners II International, L.P (~~gain~~“MIP II International”). ~~loss~~The plaintiff filed an amended complaint on ~~early~~February 3, ~~extinguishment~~2012. ofThe ~~debt~~complaint, ~~impact~~as ofamended ~~interest~~alleges ~~rate~~that ~~swap~~Board ~~agreements,~~of ~~income~~Directors ~~tax~~of ~~expense~~WCA, WCA, MIP ~~depreciation~~II US and ~~amortization,~~MIP ~~impairment~~II International violated applicable law by breaching and/or aiding and abetting the other defendants’ breaches of ~~goodwill~~their fiduciary duties of loyalty, ~~net~~due ~~(gain)~~care, ~~loss~~candor, onindependence, ~~early~~good ~~disposition~~faith ofand ~~notes~~fair ~~receivable/payable~~dealing. Among other remedies sought, the lawsuit seeks to enjoin the proposed Merger, unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the highest possible value for stockholders and ~~acquisition~~discloses ~~related~~all ~~expenses~~material information to stockholders about the Merger. WeOn ~~also~~February 15, ~~use~~2012, ~~these~~another ~~same~~putative ~~measures~~stockholder ~~when~~class ~~evaluating~~action ~~potential~~complaint ~~acquisition~~was ~~candidates. For~~filed ~~purposes~~in the District Court of ~~Exhibit~~Harris 99County, Texas, styled Graham v.1 ~~and~~WCA ~~our~~Waste ~~lender~~Corp., ~~presentation~~et al., weNo. 2012-09500 ~~have~~(the “Graham ~~included~~Action”). ~~pro~~In ~~forma~~that ~~adjusted~~suit, ~~EBITDA~~the ~~which~~plaintiff ~~further~~purports ~~adjusts~~to ~~for~~assert ~~non-cash~~similar ~~accretion~~claims against, and ~~stock~~seek ~~compensation~~similar ~~expense~~relief ~~and~~with ~~excludes~~respect ~~EBITDA~~to, ~~from~~the same defendants as in the ~~sale~~Newman ofAction. The Company anticipates that the ~~North~~Graham ~~and~~Action ~~South~~will ~~Carolina~~be ~~assets~~consolidated with the Newman Action.

WeOn ~~believe~~February 14, ~~that~~2012, ~~adjusted~~the ~~EBITDA~~Company isand ~~useful~~the other parties to anthe ~~investor~~Newman and the Graham Actions reached a settlement in ~~evaluating~~principle, ~~our~~which ~~operating~~provides ~~performance~~for ~~because:~~the dismissal with prejudice of the Newman Action and the Graham Action and a release of the defendants by a stockholder class from all present and future claims asserted in the Newman Action or the Graham Action (or otherwise relating to the Merger) in exchange for, among other things, the supplemental disclosure contained in this Supplement #1. In addition, as part of the settlement in principle, the Company (or its insurers or successors) has agreed to pay an amount not to exceed $350,000, or such lesser amount as the Court may award, to plaintiffs’ counsel for their fees and expenses. The proposed settlement is subject to further definitive documentation and to a number of conditions, including, without limitation, the completion of certain reasonable discovery by the plaintiffs and court approval of the proposed settlement. There is no assurance these conditions will be satisfied.

•The itsettlement iswill ~~widely~~not ~~used~~affect bythe ~~investors~~merger inconsideration ~~our~~to ~~industry~~be paid to ~~measure~~the ~~a company~~Company’s ~~operating~~stockholders ~~performance~~in ~~without~~connection ~~regard~~with tothe ~~items~~proposed ~~such~~merger asor ~~interest~~the timing ~~expense,~~of ~~depreciation~~the ~~and~~special ~~amortization,~~meeting ~~which~~of ~~can~~stockholders ~~vary~~scheduled ~~substantially~~for ~~from company to company depending upon accounting methods and book value of assets~~March 8, ~~financing~~2012. ~~methods, capital structure and the method by which assets were acquired;~~

•Supplemental itDisclosures helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swap agreements and payment-in-kind dividend) and asset base (primarily depreciation and amortization of our landfills and vehicles) from our operating results; and

•WCA itand ~~helps~~the ~~investors~~other ~~identify~~defendants ~~items~~vigorously deny all liability with respect to the facts and claims alleged in the Newman Action and the Graham Action, and specifically deny that ~~are~~any ~~within~~further ~~our~~supplemental ~~operational~~disclosure ~~control~~was required or advisable under any rule, statute, regulation or law. ~~Depreciation~~Solely ~~charges~~to avoid the burden, ~~while~~expense, arisk, ~~component~~inconvenience and distraction of ~~operating~~continuing ~~income,~~the ~~are~~litigation ~~fixed~~related atto the Newman ~~time~~Action ofand the ~~asset~~Graham ~~purchase~~Action inand ~~accordance~~to ~~with~~fully and finally resolve the ~~depreciable~~claims ~~lives~~alleged ofin the ~~related~~Newman ~~asset~~Action and asthe ~~such~~Graham ~~are~~Action, ~~not~~WCA aand ~~directly~~the ~~controllable~~other ~~period~~defendants ~~operating~~have ~~charge~~agreed to the proposed settlement described above.

~~Our~~In ~~management~~connection ~~uses~~with ~~adjusted~~the ~~EBITDA~~settlement in principle of the Newman Action and the Graham Action, WCA agreed to make these supplemental disclosures to the Definitive Proxy Statement. These additional disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Without admitting in any way that the disclosures below are material or otherwise required by law, WCA makes the following supplemental disclosures:

•The asfollowing adisclosure ~~measure~~supplements ofthe ~~operating~~discussion ~~performance because it assists us~~ in the ~~comparing~~fourth ~~our~~paragraph ~~performance~~under onthe aheading ~~consistent~~“Background ~~basis~~of asthe itMerger” ~~removes~~on ~~the~~page ~~impact~~23 of ~~our~~the ~~capital~~Definitive ~~structure~~Proxy ~~and~~Statement. ~~asset base from our operating results;~~

•Company asB ~~one~~did ~~method~~not toprovide ~~estimate~~the aCompany ~~purchase~~with ~~price~~specific ~~(often~~reasons ~~expressed~~ as ~~a multiple of EBITDA or adjusted EBITDA) for solid waste companies we intend~~ to ~~acquire.~~why ~~The~~it ~~appropriate~~would ~~EBITDA~~not orbe ~~adjusted~~able ~~EBITDA multiple will vary from acquisition~~ to ~~acquisition~~make ~~depending~~a onformal ~~factors~~proposal ~~such~~at asor ~~the~~above ~~size of the operation, the type of operation, the anticipated growth in the market, the strategic location of the operation in its market as well as other considerations;~~$6.25.

•The infollowing ~~presentations~~disclosure tosupplements ~~our~~the ~~board~~discussion ofunder ~~directors~~the toheading ~~enable~~“Background ~~them~~of the toMerger” ~~have~~on page 23 of the ~~same~~Definitive ~~consistent~~Proxy ~~measurement~~Statement ~~basis~~by ofadding ~~operating~~a ~~performance~~new ~~used~~fifth byparagraph. ~~management;~~

•The asCompany’s ahistoric strategy ~~measure~~has ~~for~~been ~~planning~~to seek acquisition opportunities. The Company set an internal target to complete acquisitions during 2011 with an aggregate purchase price of $70 million. By the second quarter of 2011, the Company had completed the IESI Oklahoma and ~~forecasting~~Emerald ~~overall~~Waste ~~expectations~~acquisitions and ~~for~~had ~~evaluating~~entered ~~actual~~into ~~results~~an ~~against~~operating ~~such~~agreement ~~expectations;~~with Stoughton Recycling Technologies that provided an option to acquire the business. The Company continued to pursue and evaluate potential strategic growth opportunities.

•The infollowing ~~evaluations~~disclosure supplements the discussion under the heading “Background of ~~field~~the ~~operations~~Merger” ~~since~~on itpage ~~represents~~26 ~~operational~~of the ~~performance~~Definitive ~~and~~Proxy ~~takes~~Statement ~~into~~by ~~account~~adding ~~financial~~a ~~measures~~new ~~within~~paragraph following the ~~control~~carryover paragraph on page 26 of the ~~field~~Definitive ~~operating~~Proxy ~~units;~~Statement.

•The asCompany’s Board elected not to appoint a ~~component~~special committee to conduct negotiations with Waste Industries because it did not believe that a committee was necessary or advisable under Delaware law. None of ~~incentive~~the ~~cash~~directors ~~and~~had ~~restricted~~an ~~stock~~interest ~~bonuses~~in ~~paid~~the toproposed ~~our~~acquiring ~~executive~~entity ~~officers~~or ~~and~~any other ~~employees;~~disabling interest. See “The Merger—Interests of Certain Persons in the Merger.”

•The tofollowing ~~assess~~disclosure ~~compliance~~supplements ~~with~~the ~~financial~~discussion ~~ratios~~under ~~and~~the ~~covenants~~heading ~~included~~“Selected inComparable ~~our~~Trading ~~credit~~Analysis” ~~agreements;~~on ~~and~~page 42 of the Definitive Proxy Statement by adding a new paragraph at the end of that subsection.

•In inderiving ~~communications~~the ~~with~~foregoing ~~investors,~~ranges of ~~lenders~~implied equity value per share, ~~and~~Imperial ~~others~~Capital ~~concerning~~applied ~~our~~the following indicative trading multiple ranges to WCA’s relevant financial ~~performance.~~metrics:


	Indicative Trading Multiple Range	WCA’s Financial Metric
Pro Forma LTM Revenue	1.95x to 2.05x	$	279.0MM
Pro Forma LTM EBITDA	6.6x to 7.6x	$	63.1MM
Pro Forma 2011E Adjusted EBITDA	6.4x to 7.4x	$	62.5MM
2012E Adjusted EBITDA	6.2x to 7.2x	$	66.0MM

The following disclosure supplements the discussion under the heading “Selected Comparable Transactions Analysis” on page 43 of the Definitive Proxy Statement by adding a new paragraph at the end of that subsection.

In deriving the foregoing ranges of implied equity value per share, Imperial Capital applied the following indicative acquisition multiple ranges to WCA’s relevant financial metrics:


	Indicative Trading Multiple Range	WCA’s Financial Metric
Pro Forma LTM Revenue	2.04x to 2.14x	$	279.0MM
Pro Forma LTM EBITDA	7.6x to 8.6x	$	63.1MM

The following disclosure supplements the discussion under the heading “Discounted Cash Flow Analysis” on page 44 of the Definitive Proxy Statement by inserting the following after the first sentence on that page.

In deriving the weighted average cost of capital, Imperial Capital used the following assumptions:


Variable	Value
Cost of Debt		5.78	%
Marginal Tax Rate		42	%
Risk-free Rate		2.48	%
Equity Risk Premium		6.70	%
Beta		0.84
Size Premium		9.05	%
Debt / Capital Ratio		43.9	%

The following disclosure supplements the discussion under the heading “Overview of Analyses; Other Considerations” on page 44 of the Definitive Proxy Statement by adding a new paragraph at the beginning of that subsection.

In performing the Selected Comparable Trading Analysis, Selected Comparable Transactions Analysis and the Discounted Cash Flow Analysis, Imperial Capital subtracted the value of the preferred stock liquidation preference from the calculated equity value. Imperial Capital further concurred with management’s determination not to ascribe any additional value to the Company’s state and federal net operating losses (“NOLs”). Because the Company’s ability to utilize its NOLs to offset future taxable income was limited, any resulting value, if any, would be de minimis, particularly in comparison to the value of the overall transaction.

Cautionary Statement Concerning Forward-Looking Information

This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements generally include discussions and descriptions other than historical information. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “trend,” “may,” “annualized,” “should,” “outlook,” “project,” “intend,” “seek,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “continue,” “goal,” or “opportunity,” the negatives of these words, or similar words or expressions. The forward-looking statements made herein are only made as of the date of this filing and we undertake no obligation to publicly update such forward looking statements to reflect subsequent events or circumstances. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, such as the possibility that the proposed transaction does not close, including, but not limited to, due to a failure to satisfy the closing conditions, the failure of the stockholders of WCA to approve the proposed transaction, the possibility that WCA will not obtain necessary regulatory approvals to consummate the proposed transaction and other risk factors detailed in the reports filed with the SEC by WCA.

Additional Information and Where to Find It

~~The~~WCA ~~Company~~ has filed with the SEC a Definitive Proxy Statement and other relevant materials in connection with the ~~Merger~~merger ~~Agreement~~described above. The Definitive Proxy Statement was sent or given to the stockholders of WCA on or about February 8, 2012. Before making any voting or investment decision with respect to the merger, stockholders are urged to read the Definitive Proxy Statement and other relevant materials because they contain important information about the merger. The Definitive Proxy Statement and other relevant materials, and any other documents filed by WCA with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at WCA’s website at www.wcaa.com. The information on WCA’s website is not part of this filing, and therefore it not incorporated by reference.

Participants in Solicitation

WCA and each of its executive officers, directors and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from WCA’s stockholders in favor of the proposed transaction. A list of the names of WCA’s executive officers and directors and a description of their respective interests in WCA are set forth in WCA’s annual report on Form 10-K for the fiscal year ended December 31, 2010 and the Definitive Proxy Statement and other relevant materials filed with the SEC in connection with the merger. Certain executive officers and directors of WCA have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction are described in the Definitive Proxy Statement relating to the merger.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on January 3, 2012, WCA Waste Corporation (the “Company”) received a Nasdaq Staff Determination Letter stating that the Staff had concluded that the Company, by not holding its 2011 annual meeting by December 31, 2011, had not solicited proxies for, or held, its annual meeting within the time frame allowed under Listing Rules 5620(a) and 5620 (b) and accordingly, determined to initiate procedures to delist the Company’s securities from The Nasdaq Stock Market (“Nasdaq”).

The Company requested a hearing with the Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff’s determination, which request stayed the suspension of the Company’s common stock. The hearing was held on February 9, 2012. At the hearing, the Company presented a plan to regain compliance with Listing Rules 5620(a) and 5620(b) and requested that the Panel allow it additional time within which to regain compliance.

On February 21, 2012, the Company received a letter notifying it that the Panel granted the Company’s request for continued listing on Nasdaq, subject to the condition that, on or before May 31, 2012, the Company must have solicited proxies and held its annual meeting. To fully comply with the terms of this exception, the Company must also be able to demonstrate compliance with all requirements for continued listing on Nasdaq. If the Company is unable to do so, its securities may be delisted from Nasdaq.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Excerpt of Lender Presentation dated February 23, 2012 of WCA Waste Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				WCA WASTE CORPORATION
Date: February 23, 2012				/s/ Michael A. Roy
Date: February 24, 2012				/s/ Michael A. Roy
				Michael A. Roy
				Vice President and General Counsel

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Excerpt of Lender Presentation dated February 23, 2012 of WCA Waste Corporation

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