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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