MORRISTOWN, N.J., Aug. 11, 2020 /PRNewswire/ -- Covanta Holding
Corporation, a Delaware
corporation (NYSE:CVA) (the "Company" or "Covanta"), today
announced the pricing of its underwritten registered public
offering of $400 million aggregate
principal amount of senior notes due 2030 (the "Note
Offering"). Interest on the notes is payable semiannually on
March 1 and September 1, beginning on March 1, 2021; the notes will mature on
September 1, 2030. The notes
will be issued at 100% of par value, with a coupon of 5.000%.
The Note offering was made pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission ("SEC") on September 14,
2017. Closing of the Note Offering is expected to occur on
August 25, 2020, subject to certain
closing conditions.
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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 acted 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