Item 8.01 Other Events
As previously reported, on July 14, 2021 Covanta Holding Corporation (the
"Company") entered into an agreement and plan of merger (the "Merger Agreement")
by and among the Company, Covert Intermediate, Inc., a Delaware corporation and
an affiliate of EQT Infrastructure ("Parent"), and Covert Mergeco, Inc., a
Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which, among other things, Merger Sub will be merged with and into
the Company (the "Merger"), with the Company surviving the Merger as a wholly
owned subsidiary of Parent.
As of November 1, 2021, the Company has received all regulatory approvals set
forth in the Merger Agreement as conditions to closing the Merger. The
consummation of the Merger remains subject to the satisfaction or waiver of
other closing conditions set forth in the Merger Agreement. The Company expects
to complete the Merger during the fourth quarter of 2021.
FORWARD-LOOKING STATEMENTS
Certain statements in this disclosure may constitute "forward-looking"
statements as defined in Section 27A of the Securities Act of 1933 (the
"Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements are those
that address activities, events or developments that we or our management
intend, expect, project, believe or anticipate will or may occur in the future.
They are based on management's assumptions and assessments in light of past
experience and trends, current economic and industry conditions, expected future
developments and other relevant factors. They are not guarantees of future
performance or actual results. Developments and business decisions may differ
from those envisaged by our forward-looking statements. Forward-looking
statements, including, without limitation, statements with respect to the
consummation of the proposed merger, involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company, 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, in
particular, the proposed merger depends on the satisfaction of the closing
conditions to the proposed merger, and there can be no assurance as to whether
or when the proposed merger will be consummated. For additional information see
the
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Cautionary Note Regarding Forward-Looking Statements in the Company's 2020
Annual Report on Form 10-K as well as Risk Factors in the Company's most recent
Quarterly Report on Form 10-Q for the period ended September 30, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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