Exhibit 99.1
Covanta Holding Corporation Announces Successful Receipt of Requisite Consents Related to Consent Solicitations for its 6.000% Senior Notes due 2027 and 5.000% Senior Notes due 2030
NEW YORK, September 8, 2021 – 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.
