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 firstname.lastname@example.org.
Questions or requests for assistance in relation to the Consent Solicitations may be directed to BofA Securities, Inc. at (212) 449-5081.
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.
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.
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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