EQT Infrastructure V, a fund managed by EQT Partners AB entered into a definitive agreement to acquire Covanta Holding Corporation (NYSE:CVA) from Equity Group Investments and others for $2.8 billion on July 14, 2021. Covanta's shareholders will receive $20.25 in cash per share of Covanta's common stock in a transaction valued at $5.3 billion, including the assumption of Covanta's net debt obligations. The transaction will be funded from Equity financing in an aggregate amount of up to $2.18 billion to be funded at the closing of merger, Debt financing in an aggregate principal amount of up to $3 billion under senior secured term loan facilities and pursuant to issuances of senior unsecured notes and/or a senior unsecured bridge facility), including backstop delayed draw term and bridge loan facilities as described below, and up to $400 million revolving credit facility. Covanta Holding will be required to pay a termination fee to EQT in an amount equal to $81.3 million while EQT will be required to pay a reverse termination fee to Covanta Holding in an amount equal to $162.2 million. The transaction is subject to customary conditions and approvals, the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals required under certain foreign antitrust laws, approval by the Committee on Foreign Investment in the United States, approval by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, as amended, certain approvals by the Federal Communications Commission, approval by the New Jersey Department of Environmental Protection and the absence of certain legal impediments to the consummation of the Merger. the acquisition is subject to Covanta shareholder approval, as well as customary government approvals. As of October 12, 2021, Covanta Holding Corporation's stockholders voted to approve the previously announced acquisition of Covanta by EQT Infrastructure ("EQT") for $20.25 per share in cash, pursuant to the Agreement and Plan of Merger. Covanta Holding Corporation board has unanimously approved the transaction and recommended the shareholder to vote in favor of transaction. The transaction has also been approved by Board of EQT. As of November 1, 2021, Covanta has received all regulatory approvals set forth in the merger agreement. The transaction is expected to close by year end. John Plaster, Santino Basile, Sean Diskin, Marcelo Barbosa and Iain Smedley of Barclays served as lead financial advisors to EQT Infrastructure and Jai Agrawal, David B. Feirstein, Kristin Mendoza, Sarkis Jebejian, Romain Dambre, Ashley Gregory and Brett Pallin of Kirkland & Ellis LLP served as legal counsels in connection with the transaction. Credit Suisse and TD Securities also served as financial advisors to EQT Infrastructure. BofA Securities acted as financial advisor to Covanta and Jonathan E. Levitsky, Ezra Borut, Molly Stockley, Sunil Savkar, Meir Katz, Peter Furci, Steven Slutzky, Ted Hassi, Timothy McIver, Stuart Hammer and William D. Regner of Debevoise & Plimpton LLP provided legal counsel. Patrick Ramsey and John Griffith of BofA Securities, Inc. acted as fairness opinion providers for Covanta. Innisfree M&A Inc. acted as proxy solicitor to Covanta. Covanta will pay Innisfree M&A a fee of approximately $20,000 plus reimbursement of certain specified out-of-pocket expenses. Covanta has agreed to pay BofA Securities for its services in connection with the merger a fee of approximately $37.5 million, $2.5 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the merger. EQT Infrastructure V, a fund managed by EQT Partners AB completed the acquisition of Covanta Holding Corporation (NYSE:CVA) from Equity Group Investments and others on November 30, 2021. Houlihan Lokey acted as financial advisor to Covanta.