Filed Pursuant to Rule 424(b)(5)
Registration No. 333-220460
This preliminary prospectus supplement relates to an
effective registration statement but it is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer
or sale is not permitted.
Subject to completion,
dated October 3, 2018
Preliminary prospectus supplement
(To prospectus dated September 14, 2017)
Covanta Holding Corporation
$400,000,000
% Senior
Notes due 2027
Interest payable January 1 and July 1
Issue price: %
We are offering $400,000,000 aggregate principal amount of
our % Senior Notes due 2027 (the notes). The notes will mature on January 1, 2027. Interest will accrue from
, 2018, and the first interest payment date will be July 1, 2019.
We may redeem some or all of the notes at any time on or after January 1, 2022 at the redemption prices set forth in this prospectus supplement. We may also redeem up to 35% of the notes using the
proceeds of certain equity offerings completed before January 1, 2022 at a redemption price of % of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time
prior to January 1, 2022, we may redeem the notes, in whole but not in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.
If we sell certain of our assets or experience specific kinds of changes in control, we may be required to offer to purchase the notes as described
under Description of notesRepurchase at the option of holdersChange of Control Triggering Event and Description of notesRepurchase at the option of holdersAsset sales.
The notes will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future senior unsecured indebtedness that is
not subordinated, and senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the notes. The notes will be effectively subordinated in right of payment to any of our existing
and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the existing and future liabilities of any of our subsidiaries, including their guarantees under certain of
our
Tax-Exempt
Bonds, and their indebtedness and guarantees under the credit facilities of our subsidiary, Covanta Energy. We conduct all of our business through our subsidiaries. None of our subsidiaries will
guarantee the notes.
We intend to use the net proceeds of this offering along with cash on hand and/or direct borrowings under our subsidiary, Covanta
Energys revolving credit facility to fund the redemption of all of our 6.375% Senior Notes due 2022 on November 2, 2018 and to pay transaction fees and expenses and accrued interest. Pending such use, we intend to use a portion of the net
proceeds of this offering to repay borrowings outstanding under Covanta Energys revolving credit facility in an amount of up to $202 million and invest the remaining net proceeds in short-term interest-bearing accounts, securities or
similar investments.
You should read this prospectus supplement and the accompanying prospectus carefully before you invest in our notes. Investing
in our notes involves a high degree of risk. See
Risk factors
beginning on page
S-14
and Item 1A. Risk Factors of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2017, filed on February 26, 2018, for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these notes
or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public offering price(1)
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Underwriting discount
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Proceeds, before
expenses, to Covanta(1)
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Per note
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%
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%
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Total
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(1)
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Plus accrued interest, if any, from , 2018.
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The notes will not be listed on any securities exchange or automated quotation system. Currently, there is no public market for the notes.
We expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company (DTC) on or about
, 2018.
Joint book-running managers
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J.P. Morgan
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BofA Merrill Lynch
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Credit Agricole CIB
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Citizens Capital Markets
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MUFG
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SMBC Nikko
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Co-managers
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TD Securities
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BBVA
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Capital One Securities
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BB&T Capital Markets
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Fifth Third Securities
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HSBC
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The date of this prospectus supplement
is , 2018.