Notes will be bound by the relevant Proposed Amendments to the Indenture. Merger Sub’s payment of the consent fee relating to a particular Series of Notes is conditioned upon, among other things, receipt of the Requisite Consents relating to such Series of Notes on or prior to the Consent Date and the closing of the Merger. Merger Sub considers the solicitation of Consents of the Holders of the 2027 Notes and the 2030 Notes as a separate Consent Solicitation and each Consent Solicitation may be individually amended, extended or terminated, and a Holder of both Series of Notes may elect, at its sole discretion, to consent to the Proposed Amendments with respect to only one such Series of Notes without consenting to Proposed Amendments with respect to the other Series of Notes.
If all of the conditions to any Consent Solicitation are satisfied or waived, Merger Sub will, substantially concurrent with the closing of the Merger, pay the consent fee relating to the applicable Series of Notes to each holder of such Series of Notes who validly consented and did not revoke their consent on or prior to the Consent Date.
No consent fee will be paid in connection with a Consent Solicitation if the Requisite Consents relating to the applicable Series of Notes are not received, if such Consent Solicitation is terminated prior to the closing date of the Merger for any reason or if the Merger is not closed. Merger Sub reserves the right to terminate, withdraw or amend any Consent Solicitation at any time and from time to time, as described in the Consent Solicitation Statement. None of Merger Sub, Parent, Company, the Solicitation Agents (as defined below), the Trustee, the information, tabulation and paying agent nor any of their respective affiliates makes any recommendation as to whether or not holders of any Series of Notes should consent or refrain from consenting with respect to such Series of Notes.
If the Requisite Consents relating to a particular Series of Notes are not received, Merger Sub intends to terminate the Consent Solicitation relating to such Series of Notes and, in such case, Merger Sub would, in the event of a “Change of Control Triggering Event” with respect to such Series of Notes, conduct a “Change of Control Offer” with respect to such Series of Notes in accordance with the terms and conditions of the Indenture, if required by the Indenture.
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 dated August 27, 2021. 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.
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