Item 8.01 Other Events
On October 3, 2018, Covanta Holding Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC as representative and on behalf of the several underwriters named therein (collectively, the “Underwriters”) providing for the offer and sale by the Company of $400 million principal amount of 6.000% Senior Notes due 2027 (the “Notes”).
The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to the Company’s Registration Statement on FormS-3, Reg.No. 333-220460 and the prospectus dated September 14, 2017 included therein, filed by the Company with the Securities and Exchange Commission on September 14, 2017, as supplemented by the preliminary prospectus supplement relating thereto dated October 3, 2018, and the final prospectus supplement relating thereto dated October 3, 2018.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and customary contribution provisions in respect of those liabilities. The closing of the offering, which is subject to customary closing conditions, is expected to occur on October 18, 2018.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Underwriting Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Underwriting Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company’s public disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
