Covanta starts consent solicitation for two series due to acquisition

Chicago, Aug. 27 – Covanta Holding Corp. started a consent solicitation for two series of notes on Friday in connection with its acquisition by EQT Infrastructure, according to a press release.

The acquisition transaction could constitute a change of control.

Accordingly, Covanta is soliciting consents for its 6% senior notes due 2027 and its 5% senior notes due 2030.

The proposed amendments would eliminate the requirement to make a change-of-control offer for the notes and make certain customary changes for a privately held company to the reporting covenant. Additionally, certain subsidiaries of the company will be guarantors of the debt financing within 60 days of the merger.

Holders of each series who validly consent by 5 p.m. ET on Sept. 8 will be eligible to receive a consent fee of $5 for each $1,000 principal amount of notes for which consents are received.

Approval of the proposed amendments requires consents from noteholders representing a majority of the notes.

The supplemental indenture will become operative on the date the consent fee is paid.

The consent fee will be paid concurrently with the closing of the merger.

No consent fee will be paid if the merger does not close, if the consent solicitation is terminated before the closing date or if the requisite consents are not received.

Barclays (800 438-3242, 212 528-7581) and Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-2476) are the solicitation agents.

D.F. King & Co., Inc is the information, tabulation and paying agent for the offer (888 828-6934, 212 269-5550, covert@dfking.com).

Covanta is a Morristown, N.J.-based provider of sustainable waste and energy solutions. EQT is an investment organization.

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