NEW YORK, Sept. 8, 2021 /PRNewswire/ -- Covanta
Holding Corporation (NYSE: CVA) (the "Company" or "Covanta")
announced today that the requisite consents have been received from
the holders ("Holders") of the Company's outstanding (i) 6.000%
Senior Notes due 2027 (the "2027 Notes") and (ii) 5.000% Senior
Notes due 2030 (the "2030 Notes" and, together with the 2027 Notes,
the "Notes" and each a "Series of Notes") to amend the terms of the
Indenture (as defined below) with respect to each Series of
Notes.
As previously announced, on August 27,
2021, Covert Mergeco, Inc, a Delaware corporation ("Merger Sub"), an
affiliate of certain investment funds affiliated with EQT
Infrastructure, commenced solicitations of consents (each, a
"Consent Solicitation") from the Holders of each Series of Notes to
certain amendments (the "Proposed Amendments") to the Indenture,
dated as of January 18, 2007, by and
between the Company and Wells Fargo Bank, National Association, as
trustee (in such capacity, the "Trustee") (as amended and
supplemented, the "Indenture"). The Consent Solicitations are being
conducted in connection with the previously announced merger
agreement pursuant to which, among other things, Merger Sub will
merge with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation in the Merger as a wholly
owned subsidiary of Covert Intermediate, Inc., a Delaware corporation. The Merger would
constitute a "Change of Control" under the Indenture, which may
result in a Change of Control Triggering Event (as defined in the
Indenture) for a Series of Notes if such Series of Notes are
downgraded by either Rating Agency (as defined in the Indenture) on
any date during the period commencing 60 days prior to the
consummation of such Change of Control and ending 60 days following
consummation of such Change of Control. Merger Sub currently does
not expect that the ratings of the Notes will be downgraded by
either Rating Agency in connection with the Merger.
The Consent Solicitations are subject to the terms and
conditions set forth in the Consent Solicitation Statement dated
August 27, 2021 (the "Consent
Solicitation Statement").
As of 5:00 p.m., New York City time, on September 8, 2021, the consent date with respect
to each Consent Solicitation, Merger Sub has been advised by D.F.
King & Co., Inc., the information, tabulation and paying agent
for each Consent Solicitation, that Notes were validly tendered and
not withdrawn, and consents were validly delivered and not revoked
in an amount exceeding the requisite consents threshold required
under the Indenture for the Proposed Amendments.
As a result of receiving the requisite consents to the Proposed
Amendments to the Indenture with respect to each Series of Notes,
the Company and the Trustee entered into a supplemental indenture
with respect to each Series of Notes that sets forth the Proposed
Amendments with respect to such Series of Notes. The Proposed
Amendments relate to (i) the elimination of the requirement to make
a "Change of Control Offer" with respect to such Series of Notes in
the Indenture in connection with the Merger and the implementation
of certain other customary changes for a privately-held company to
the "Change of Control" provisions in the Indenture and (ii)
certain customary changes for a privately-held company to the
reporting covenant with respect to such Series of Notes in the
Indenture. Each supplemental indenture became valid, binding and
enforceable upon its execution, but the Proposed Amendments to the
Indenture with respect to each Series of Notes will not become
operative until the consent fee relating to such Series of Notes is
paid. In addition, in connection with the Merger, subject to and
within 60 days of the closing date of the Merger, certain
subsidiaries of the Company that will be guarantors of certain debt
financing facilities which will be entered into in connection with
the Merger will enter into a supplemental indenture to the
Indenture to, jointly and severally, guarantee the obligations with
respect to each Series of Notes, and such guarantees shall not be
contingent on the Proposed Amendments.
Merger Sub's obligation to pay the consent fee as part of each
Consent Solicitation is conditioned upon the substantially
concurrent closing of the Merger and the satisfaction or waiver of
certain other conditions precedent.
This announcement does not constitute an offer to sell any
securities or the solicitation of an offer to purchase any
securities. Each Consent Solicitation is being made only pursuant
to the Consent Solicitation Statement. The Consent Solicitations
are not being made to Holders of Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
any Consent Solicitation to be made by a licensed broker or dealer,
such Consent Solicitation will be deemed to be made on behalf of
Merger Sub by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as the solicitation agents
(in such capacity, the "Solicitation Agents") for the Consent
Solicitations. D.F. King & Co., Inc. is acting as the
information, tabulation and paying agent for the Consent
Solicitations.
Requests for the Consent Solicitation Statement may be directed
to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and
banks) or (866) 828-6934 (for all others) or covert@dfking.com.
Questions or requests for assistance in relation to the Consent
Solicitations may be directed to Barclays Capital Inc. at (800)
438-3242 (toll free) or (212) 528-7581 (collect) or Credit Suisse
Securities (USA) LLC at (800)
820-1653 (toll free) or (212) 325-2476 (collect).
About EQT
EQT is a purpose-driven global investment organization with more
than EUR 67 billion in assets under
management across 26 active funds. EQT funds have portfolio
companies in Europe, Asia-Pacific and the Americas with total sales
of approximately EUR 29 billion and
more than 175,000 employees. EQT works with portfolio companies to
achieve sustainable growth, operational excellence and market
leadership.
About Covanta
Covanta is a world leader in providing sustainable waste and
energy solutions. Annually, Covanta's modern Waste-to-Energy
("WtE") facilities safely convert approximately 21 million tons of
waste from municipalities and businesses into clean, renewable
electricity to power one million homes and recycle 600,000 tons of
metal. Through a vast network of treatment and recycling
facilities, Covanta also provides comprehensive industrial material
management services to companies seeking solutions to some of
today's most complex environmental challenges. For more
information, visit www.covanta.com.
Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 27A of the
Securities Act of 1933 (the "Securities Act"), Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or in
releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements
are those that address activities, events or developments that the
Company's or Merger Sub's management intend, expect, project,
believe or anticipate will or may occur in the future. They are
based on management's assumptions and assessments in light of past
experience and trends, current economic and industry conditions,
expected future developments and other relevant factors. They are
not guarantees of future performance or actual results.
Developments and business decisions may differ from those envisaged
by forward-looking statements. Forward-looking statements,
including, without limitation, statements with respect to the
Consent Solicitations and the Merger, involve known and unknown
risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of the Company, its
subsidiaries and joint ventures or industry results, to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements, in
particular, the Merger which depends on the satisfaction of the
closing conditions to the Merger and the Consent Solicitations, and
there can be no assurance as to whether or when the business
combination or any Consent Solicitation will be consummated. For
additional information see the Cautionary Note Regarding
Forward-Looking Statements in the Company's 2020 Annual Report on
Form 10-K as well as Risk Factors in the Company's most recent
Quarterly Report on Form 10-Q for the period ended June 30, 2021. Merger Sub and the Company
expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in expectations or events, conditions or
circumstances on which any such statements are based.
Where to Find Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between
Covanta and affiliates of EQT Infrastructure. In connection with
the proposed merger, Covanta intends to file a proxy statement with
the SEC. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by Covanta
with the SEC at http://www.sec.gov. Free copies of the proxy
statement, once available, and Covanta's other filings with the
SEC, may also be obtained from the respective companies. Free
copies of documents filed with the SEC by Covanta will be made
available free of charge on Covanta's investor relations website at
https://investors.covanta.com/.
Participants in the Solicitation
Covanta and its directors and executive officers may be deemed
to be participants in the solicitation of proxies of Covanta's
stockholders in respect of the proposed merger. Information about
the directors and executive officers of Covanta is set forth in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC
on February 19, 2021. Stockholders
may obtain additional information regarding the interest of such
participants by reading the proxy statement regarding the proposed
merger when it becomes available.
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SOURCE Covanta Holding Corporation