NEW YORK, Oct. 15, 2021 /PRNewswire/ -- Covanta
Holding Corporation (NYSE: CVA) (the "Company" or "Covanta")
announced today that the Requisite Consents (as defined below) have
been received from the holders ("Holders") of (i) Niagara Area
Development Corporation's Series 2018A Bonds (CUSIP No. 653542 AC4)
and Series 2018B Bonds (CUSIP No.
653542 AD2) (collectively, the "NY Bonds"), (ii) National Finance
Authority's Series 2020A Bonds (CUSIP No. 63607Y AH3) and Series
2020B Bonds (CUSIP No. 63607Y AJ9)
(collectively, the "NH 2020 Bonds"), (iii) National Finance
Authority's Series 2018A Bonds (CUSIP No. 63607Y AA8), Series
2018B Bonds (CUSIP No. 63607Y AB6),
Series 2018C Bonds (CUSIP No. 63607Y AC4) (collectively, the "NH
2018 Bonds"), (iv) Pennsylvania Economic Development Financing
Authority's Series 2019A Bonds (CUSIP No. 708692 BQ0) (the "PA
Bonds") and (v) Virginia Small Business Financing Authority's
Series 2018A-1 Bonds (CUSIP No. 928106 AQ6) (the "VA Bonds" and,
together with the NY Bonds, the NH 2020 Bonds, the NH 2018 Bonds,
the "Bonds") to amend the terms of the applicable Loan Agreement
(as defined below) and/or the NY Bonds Indenture (as defined
below). A "Loan Agreement" refers to each of the loan agreements
relating to the Bonds, as applicable, and the "NY Bonds Indenture"
refers to the indenture pursuant to which the NY Bonds were issued.
An "Indenture" refers to each of the indentures pursuant to which
the Bonds, as applicable, were issued.
As previously announced on October 5,
2021, Covert Mergeco, Inc, a Delaware corporation ("Merger Sub"), an
affiliate of certain investment funds affiliated with EQT
Infrastructure, has commenced solicitations of consents (each, a
"Consent Solicitation") from the Holders of the Bonds to certain
amendments (the "Proposed Amendments") to the applicable Loan
Agreement and/or the NY Bonds Indenture. Approval of the Proposed
Amendments requires consents from the relevant Holders of at least
a majority in aggregate principal amount of the Bonds then
outstanding under the applicable Indenture, in each case (the
"Requisite Consents").
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
"Parent"). The Merger would constitute a "Change of Control" under
the Loan Agreements and the NY Bonds Indenture, which will result
in a "Change of Control Offer" (as defined in the Loan Agreements
and the NY Bonds Indenture) for the Bonds related to such Loan
Agreement or the NY Bonds Indenture. The Consent Solicitations are
subject to the terms and conditions set forth in the Consent
Solicitation Statement dated October 5,
2021 (the "Consent Solicitation Statement").
As of 5:00 p.m., New York City time, on October 15, 2021, the consent date with respect
to each Consent Solicitation, Merger Sub has been advised by the
Information, Tabulation And Paying Agent (as defined below) for
each Consent Solicitation, that the Bonds 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 applicable Indenture for the Proposed Amendments.
As a result of receiving the Requisite Consents to the Proposed
Amendments, on or around October 21,
2021, the Niagara Area Development Corporation and the NY
Bonds trustee will execute and deliver a First Supplement to
Indenture of Trust (a "Supplemental Indenture") to the NY Bonds
Indenture, and the Company and the applicable Bond Issuer will
execute an amendment (each, an "Amendment" and collectively, the
"Amendments") to the applicable Loan Agreement, in each case,
setting forth the applicable Proposed Amendments. The Proposed
Amendments relate to the elimination of the requirement to make a
"Change of Control Offer" with respect to such Series of Bonds in
the applicable Loan Agreement and/or the NY Bonds Indenture in
connection with the Merger and certain other customary changes for
a privately-held company to the definition of "Change of
Control."
Each Amendment relating to a particular Loan Agreement and/or
the Supplemental Indenture relating to the NY Bonds Indenture will
become valid, binding and enforceable when it is executed and the
consent fee relating to such Bonds is paid. In addition, in
connection with the Merger, subject to and within 60 days of the
closing date, 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 deliver guarantees
to the applicable trustees that will jointly and severally
guarantee the Company's obligations with respect to each Series of
Bonds.
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 Bonds 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. is acting as the solicitation agent (in
such capacity, the "Solicitation Agent") for the Consent
Solicitations. D.F. King & Co., Inc. is acting as the
information, tabulation and paying agent (in such capacity, the
"Information, Tabulation And Paying Agent") for the Consent
Solicitations. BofA Securities, Inc. is acting as the remarketing
agent (in such capacity, the "Remarketing 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 BofA Securities, Inc. at (212)
449-5081.
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 has filed a proxy statement with the
SEC. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. Security holders may
obtain a free copy of the proxy statement and other documents filed
by Covanta with the SEC at http://www.sec.gov. Free copies of the
proxy statement 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 are 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.
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SOURCE Covanta Holding Corporation