NEW YORK, Oct. 5, 2021 /PRNewswire/ -- Covanta Holding
Corporation (NYSE: CVA) (the "Company" or "Covanta") announced that
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
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 (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"). 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.
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"). In connection with the Merger, certain lenders have
committed to provide Merger Sub with the debt financing in an
aggregate principal amount of (i) up to $3,000 million currently, after a reallocation of
$125 million from the senior secured
term loan facility to the unsecured bridge facility, expected to
consist of senior secured term loan facilities in an aggregate
principal amount equal to $1,375
million (which consists of a $1,275
million term loan B facility, which includes a backstop
delayed draw term sub-facility in an aggregate principal amount
equal to $400.0 million, and a term
loan C sub-facility for the purpose of cash collateralizing
existing letters of credit in an aggregate principal amount equal
to $100 million) and a senior
unsecured bridge facility in an aggregate principal amount equal to
$1,625 million (including a backstop
delayed draw bridge sub-facility in an aggregate principal amount
equal to $1,100 million) and (ii) up
to $440 million revolving credit
facility (the "Debt Financing"). 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
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 "Change of Control." 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 the
Debt Financing will deliver guarantees to the applicable trustees
that will jointly and severally guarantee the Company's obligations
with respect to each Series of Bonds, and such guarantees shall not
be contingent on the Proposed Amendments and will be provided
regardless of the results of the Consent Solicitations.
Holders of each Series of Bonds who validly consent to the
Proposed Amendments relating to the applicable Loan Agreement
and/or the NY Bonds Indenture as part of the applicable Consent
Solicitation on or prior to 5:00
p.m., New York City time,
on October 15, 2021 (such date and
time, as they may be extended, the "Consent Date"), will be
eligible to receive a consent fee of $5.00 in cash for each $1,000 in principal amount of such Series of
Bonds for which consents are received on or prior to the Consent
Date.
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"). For the
avoidance of doubt, if Consents in respect of a majority in
aggregate principal amount of the Bonds then outstanding under the
applicable Indenture pursuant to which multiple Series of Bonds
were issued are received, the Requisite Consent to the Proposed
Amendment to the NY Bonds Indenture or the applicable Loan
Agreement will be received even if Consents in respect of a
majority in aggregate principal amount of certain Series of Bonds
under the applicable Indenture are not received. Promptly upon
receipt of 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. Consents may only be revoked prior
to the Consent Date. Each Amendment and/or the Supplemental
Indenture relating to a particular Loan Agreement and/or the NY
Bonds Indenture will become operative on the date the consent fee
relating to such Series of Bonds is paid. After the Proposed
Amendments relating to a particular Loan Agreement and/or the NY
Bonds Indenture become operative, all current Holders of the
related Bonds, including non-consenting Holders of such Bonds, and
all subsequent Holders of such Bonds will be bound by the relevant
Proposed Amendments to such Loan Agreement and/or the NY Bonds
Indenture. Merger Sub's payment of the consent fee relating to a
particular Series of Bonds is conditioned upon, among other things,
receipt of the Requisite Consents relating to such Series of Bonds
on or prior to the Consent Date and the closing of the Merger.
Merger Sub considers the solicitation of Consents to the Proposed
Amendments as they relate to a particular Loan Agreement or the NY
Bonds Indenture as a separate Consent Solicitation and each such
Consent Solicitation may be individually amended, extended or
terminated, and a Holder of Bonds related to more than one
Indenture may elect, at its sole discretion, to consent to the
Proposed Amendments as they relate to a particular Loan Agreement
or the NY Bonds Indenture without consenting to any other Proposed
Amendments.
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 Bonds to each holder of such Series of Bonds
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
Bonds 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, the Company, the Bond Issuers, the
Solicitation Agent (as defined below), the Remarketing Agent (as
defined below), the Information, Tabulation and Paying Agent (as
defined below) or the trustees nor any of their respective
affiliates makes any recommendation as to whether or not holders of
any Series of Bonds should consent or refrain from consenting with
respect to such Series of Bonds.
If the Requisite Consents relating to a particular Loan
Agreement or the NY Bonds Indenture are not received, Merger Sub
intends to terminate the Consent Solicitation relating to such Loan
Agreement or the NY Bonds Indenture and, in such case, Merger Sub
would, in the event of a "Change of Control," conduct a "Change of
Control Offer" with respect to the Bonds related to such Loan
Agreement or the NY Bonds Indenture in accordance with the terms
and conditions of the Loan Agreements and/or the NY Bonds
Indenture, if required by the Loan Agreements and/or the NY Bonds
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 October 5, 2021. 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