MORRISTOWN, N.J., Aug. 11, 2020 /PRNewswire/ -- Covanta
Holding Corporation, a Delaware
corporation (NYSE:CVA) (the "Company" or "Covanta"), today
announced the offering of $400
million aggregate principal amount of a new series of senior
unsecured notes (the "Notes") in an underwritten public offering
(the "Note Offering"). The coupon rate, maturity and other terms of
the Notes will be determined at pricing. The Note Offering will be
made pursuant to an effective shelf registration statement filed
with the Securities and Exchange Commission ("SEC") on September 14, 2017.
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The Company intends to use the net proceeds of the Note Offering
along with cash on hand and/or direct borrowings under Covanta
Energy, LLC's revolving credit facility to fund the redemption of
all of its 5.875% Senior Notes due 2024 (the "Existing Notes") on
September 10, 2020 (the "Redemption
Date") and to pay transaction fees and expenses and accrued
interest. In the period between the closing of the Note Offering
and the Redemption Date, the Company intends to use a portion of
the net proceeds of the Note Offering to repay all or a portion of
revolver borrowings outstanding under Covanta Energy, LLC's
revolving credit facility and invest the remaining net proceeds in
short-term interest-bearing accounts, securities or similar
investments.
J.P. Morgan, BofA Securities, Citizens Capital Markets, Credit
Agricole CIB, MUFG and SMBC Nikko will act as joint bookrunning
managers for the Note Offering. A copy of the prospectus supplement
and prospectus relating to these securities may be obtained, when
available, by contacting J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling +1 (866)
803-9204.
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to buy or
sell with respect to any securities. The Note Offering may be made
only by means of a preliminary prospectus supplement and the
accompanying prospectus filed with the SEC. The prospectus is part
of a shelf registration statement that has become effective under
the Securities Act of 1933, as amended (the "Securities Act"). The
Note Offering is not being made 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 or is
otherwise prohibited. In addition, this press release does not
constitute a notice of redemption of the Existing Notes.
About Covanta
Covanta is a world leader in providing sustainable waste and
energy solutions. Annually, Covanta's modern Waste-to-Energy
facilities safely convert approximately 21 million tons of waste
from municipalities and businesses into clean, renewable
electricity to power one million homes and recycle 500,000 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.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 27A of the
Securities Act , Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or in
releases made by the SEC, all as may be amended from time to time.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the
actual results, performance or achievements of Covanta, 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. Statements
that are not historical facts are forward-looking statements.
Forward-looking statements can be identified by, among other
things, the use of forward- looking language, such as the words
"plan," "believe," "expect," "anticipate," "intend," "estimate,"
"project," "may," "will," "would," "could," "should," "seeks," or
"scheduled to," or other similar words, or the negative of these
terms or other variations of these terms or comparable language, or
by discussion of strategy or intentions. These cautionary
statements are being made pursuant to the Securities Act, the
Exchange Act and the PSLRA with the intention of obtaining the
benefits of the "safe harbor" provisions of such laws. Covanta
cautions investors that any forward-looking statements made by
Covanta are not guarantees or indicative of future performance.
Important assumptions and other important factors that could cause
actual results to differ materially from those forward-looking
statements with respect to Covanta include, but are not limited to,
the risks and uncertainties affecting Covanta's businesses
described in periodic securities filings by Covanta with the SEC.
Important factors, risks and uncertainties that could cause actual
results to differ materially from those forward-looking statements
include, but are not limited to: seasonal or long-term fluctuations
in the prices of energy, waste disposal, scrap metal and
commodities; Covanta's ability to renew or replace expiring
contracts at comparable prices and with other acceptable terms;
adoption of new laws and regulations in the United States and abroad, including energy
laws, environmental laws, tax laws, labor laws and healthcare laws;
failure to maintain historical performance levels at Covanta's
facilities and its ability to retain the rights to operate
facilities it does not own; Covanta's ability to avoid adverse
publicity or reputational damage relating to its business; advances
in technology; difficulties in the operation of its facilities,
including fuel supply and energy delivery interruptions, failure to
obtain regulatory approvals, equipment failures, labor disputes and
work stoppages, and weather interference and catastrophic events;
difficulties in the financing, development and construction of new
projects and expansions, including increased construction costs and
delays; limits of insurance coverage; Covanta's ability to avoid
defaults under its long-term contracts; performance of third
parties under its contracts and such third parties' observance of
laws and regulations; concentration of suppliers and customers;
geographic concentration of facilities; increased competitiveness
in the energy and waste industries; changes in foreign currency
exchange rates; limitations imposed by Covanta's existing
indebtedness and its ability to perform its financial obligations
and guarantees and to refinance its existing indebtedness; exposure
to counterparty credit risk and instability of financial
institutions in connection with financing transactions; the
scalability of its business; restrictions in its certificate of
incorporation and debt documents regarding strategic alternatives;
failures of disclosure controls and procedures and internal
controls over financial reporting; Covanta's ability to attract and
retain talented people; Covanta's ability to utilize net operating
loss carryforwards; general economic conditions in the United States and abroad, including the
availability of credit and debt financing; and other risks and
uncertainties affecting Covanta's businesses described in periodic
securities filings by Covanta with the SEC. In addition, the
current COVID-19 pandemic is significantly impacting the national
and global economy and commodity and financial markets. The full
extent and impact of the pandemic is unknown and to date has
included extreme volatility in financial and commodity markets, a
significant slowdown in economic activity, and has raised the
prospect of a global recession. The public and private sector
response has led to significant restrictions on travel, temporary
business closures, quarantines, global stock market volatility and
a general reduction in consumer and construction activity globally.
Matters outside our control have affected our business and
operations and may or may continue to: limit travel of Company
representatives to our business units domestically and
internationally; adversely affect the health and welfare of our
personnel; reduce the volume of waste materials into our facilities
and/or the price at which we are able to attract such materials; or
prevent important vendors and contractors from performing normal
and contracted activities. If significant portions of our workforce
are unable to work effectively, including because of illness,
quarantines, government actions, travel restrictions, facility
closures, social distancing requirements or other restrictions in
connection with the pandemic, our operations could be materially
impacted. It is possible that the continued spread of COVID-19
could also further cause disruption in our supply chains, adversely
affect our business partners, delay our construction activities or
cause other unpredictable events. Although Covanta believes that
its plans, intentions and expectations reflected in or suggested by
such forward-looking statements are reasonable, actual results
could differ materially from a projection or assumption in any
forward-looking statements. Covanta's future financial condition
and results of operations, as well as any forward-looking
statements, are subject to change and to inherent risks and
uncertainties. The forward-looking statements contained in this
press release are made only as of the date hereof and Covanta does
not have or undertake any obligation to update or revise any
forward-looking statements whether as a result of new information,
subsequent events or otherwise, unless otherwise required by law.
For additional information, see the Cautionary Note Regarding
Forward-Looking Statements in the Company's 10-K, previously filed
with the SEC.
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SOURCE Covanta Holding Corporation