Item 8.01. Other Events.




As previously disclosed, on July 14, 2021, Covanta Holding Corporation, a
Delaware corporation (the "Company") entered into an Agreement and Plan of
Merger (as it may be amended and modified from time to time, the "merger
agreement") with Covert Intermediate, Inc. a Delaware corporation ("Parent") and
Covert Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), providing for, subject to the satisfaction or waiver of
specified conditions, the acquisition of the Company by Parent at a price of
$20.25 per share, in cash. Upon the terms and subject to the conditions of the
merger agreement, 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.

On September 2, 2021, the Company filed a definitive proxy statement in connection with the special meeting of the stockholders of the Company to consider and vote on a proposal to adopt the merger agreement.



In connection with the merger agreement and the transaction contemplated
thereby, ten lawsuits (the "Lawsuits") have been filed by purported Company
stockholders against the Company and members of the Board. The ten complaints
are captioned as follows: O'Dell v. Covanta Holding Corporation, et al., Case
No. 1:21-cv-7061 (S.D.N.Y.); Raul v. Covanta Holding Corporation, et al., Case
No. 1:21-cv-07225 (S.D.N.Y.); Waterman v. Covanta Holding Corporation, et al.,
Case No. 1:21-cv-07245 (S.D.N.Y.); Colomberti v. Covanta Holding Corporation, et
al., Case No. 1:21-cv-04859 (E.D.N.Y.); Walker v. Covanta Holding Corporation,
et al., Case No. 1:21-cv-01340 (D. Del.); Whitfield v. Covanta Holding
Corporation, et al., Case No. 2:21-cv-04200 (E.D. Pa.); Bushansky v. Covanta
Holding Corporation, et al., Case No. 2:21-cv-17427 (D.N.J.); Halberstam v.
Covanta Holding Corporation, et al., Case No. 2:21-cv-17453 (D.N.J.); Ryan v.
Covanta Holding Corporation, et al., Case No. 1:21-cv-1344 (D. Del.); Jones v.
Covanta Holding Corporation, et al., 1:21-cv-07980 (S.D.N.Y.). On September 1,
2021, the Company also received a draft unfiled complaint from a purported
stockholder and on September 9, 2021 the Company received a demand letter from a
purported stockholder regarding the proposed merger (the "Demands"). In general,
the Lawsuits and Demands allege that the defendants violated federal securities
laws, and specifically Sections 14(a) and 20(a) of the Securities Exchange Act
of 1934, as amended, because the definitive proxy statement allegedly omits or
misstates material information. One Demand further generally alleges potential
breaches of the Company's board of directors' fiduciary duty of disclosure under
Delaware law. The Lawsuits and Demands seek, among other things, injunctive
relief preventing the consummation of the merger, unspecified damages, and
attorneys' fees.

The Company and the other named defendants believe that no supplemental
disclosures are required under applicable laws; however, to avoid the risk of
the Lawsuits and Demands delaying the merger and to minimize the expense of
defending the Lawsuits and Demands, and without admitting any liability or
wrongdoing, the Company is making certain disclosures below that supplement and
revise those contained in the definitive proxy statement. The definitive proxy
statement should be read as part of, and in conjunction with, the disclosures
set forth in this current report on Form 8-K. To the extent that information in
this current report on Form 8-K differs from or updates information contained in
the definitive proxy statement, the information in this current report on Form
8-K shall supplement or modify the information in the definitve proxy statement.

Supplemental Disclosures



The Company is making the following supplemental disclosures to the definitive
proxy statement in connection with its response to the Lawsuits and Demands. The
Company believes that no further disclosure is required to supplement the
definitive proxy statement under applicable law. Nothing in this supplemental
disclosure shall be deemed an admission of the legal necessity or materiality of
any of the disclosures set forth herein. Capitalized terms used but not
otherwise defined herein have the meaning given to those terms in the definitive
proxy statement. All page references are to the definitive proxy statement.

The disclosure in the section entitled "Background of the Merger", beginning on
page 39 of the definitive proxy statement, is hereby modified by inserting the
new text underlined in the below portions of such section.

Over the course of the process to explore a sale of the CES business, at the
request of the Company, Houlihan Lokey contacted 62 strategic and financial
parties with respect to a potential sale of the CES business, including Party A,
Party E (as defined below) and EQT. The Company entered into confidentiality
agreements with 53 strategic and financial parties interested in evaluating the
CES business. None of these confidentiality agreements contain "don't-ask, don't
waive" standstill provisions. Houlihan Lokey contacted EQT as part of this
process on December 23, 2020. EQT declined to sign a confidentiality agreement
in connection with the process, but indicated to Houlihan Lokey that it would be
interested in potentially acquiring the entire Company.

--------------------------------------------------------------------------------
On February 15, 2021, the Board held a virtual meeting at which Messrs. Simpson,
Mulcahy and Kenyon were also present. Mr. Ranger provided an update on the
strategic review in general and the process to explore the sale of the CES
business in particular, noting that 53 strategic and financial parties had
entered into confidentiality agreements and that the Company's management team
given presentations to more than 20 of those parties. Mr. Ranger also reported
that the Company had received two unsolicited expressions of interest to
purchase the entire Company from Party A and EQT, and reviewed with the Board
the terms of the Initial EQT Proposal. Mr. Ranger expressed his view that both
parties were credible potential buyers, but said that he viewed the price
reflected in the Initial EQT Proposal as too low. Mr. Ranger noted that the
Company's management team had done a significant amount of work in connection
with the strategic review, including evaluating the potential sale of the CES
business. Given the existing unsolicited expressions of interest in an
acquisition of the entire Company, and the possibility of others to come,
Mr. Ranger reported that the executive committee recommended that the Board
consider engaging BofA Securities to conduct a structured process to explore a
sale of the entire Company as a potential alternative to management's strategic
plan, to run in parallel with the existing process with respect to the CES
business. Mr. Ranger reviewed discussions with BofA Securities, including their
qualifications, the terms on which it proposed to serve as the Company's
financial advisor, and BofA Securities' proposed approach with respect to
exploring a potential sale of the Company, including potential buyers identified
by BofA Securities. Mr. Kenyon then provided an overview of the Board's
fiduciary obligations in the context of a potential sale of the entire Company.
The Board discussed the potential value that might be realized through the
implementation of the strategic plan developed and outlined by the Company's
management team relative to the potential value of a sale of the entire Company.
The Board also discussed the potential risks and benefits associated with the
strategic plan, including execution risks associated with sales of assets or
material lines of business, compared to the potential risks and benefits
associated with a single transaction to sell the entire Company. The Board
viewed the valuation estimated in the strategic plan as a "best case" outcome,
which assumed no issues with execution. The Board then discussed how to manage a
process to evaluate a sale of the entire Company while also managing the process
for the potential sale of the CES business, concluding that running simultaneous
processes would provide a greater opportunity for price discovery. Thereafter,
the Board authorized the executive committee to explore strategic transactions,
including a potential sale of the entire Company, and to engage BofA Securities
as the Company's financial advisor in connection therewith. Houlihan Lokey
remained engaged as the Company's financial advisor in connection with the sale
of the CES business, but was not engaged in connection with the matters
discussed at the February 15, 2021 meeting, including the potential sale of the
entire Company.

On June 16, 2021, BofA Securities provided to EQT and Party D an instruction
letter requesting final binding offers for an acquisition of the Company by
July 7, 2021. At that point, because Party B had stopped actively engaging in
the process and had not responded to inquiries from BofA Securities seeking to
confirm that Party B remained interested in a potential transaction, the
Company, with input from BofA Securities, determined that it was not appropriate
to provide Party B with a copy of the instruction letter without evidence of its
continued interest.

The disclosure in the section entitled "Forward-Looking Financial Information",
beginning on page 54 of the definitive proxy statement, is hereby modified by
replacing the second full paragraph on page 56 of the definitive proxy statement
with the text below.

The North American unlevered free cash flows were computed as follows, with all
figures attributable to such North American waste-to-energy operations and as
provided by the Company's management:

--------------------------------------------------------------------------------

The disclosure in the section entitled "Forward-Looking Financial Information", beginning on page 54 of the definitive proxy statement, is hereby further modified by replacing the tables and third full paragraph on page 56 of the definitive proxy statement with the tables and text below.





                                         H2
(US$ in millions)                      2021E       2022E       2023E       2024E       2025E       2026E       2027E       2028E       2029E       2030E
Adjusted EBITDA(1)                     $  234      $  492      $  509      $  530      $  541      $  559      $  573      $  583      $  600      $  613
Less: Depreciation & Amortization      ($ 109 )    ($ 218 )    ($ 221 )    ($ 224 )    ($ 228 )    ($ 225 )    ($ 229 )    ($ 232 )    ($ 234 )    ($ 237 )
Less: Stock-Based Compensation         ($  13 )    ($  26 )    ($  26 )    ($  27 )    ($  27 )    ($  28 )    ($  28 )    ($  29 )    ($  30 )    ($  30 )
Adjusted EBIT                          $  112      $  248      $  262      $  278      $  286      $  306      $  316      $  322      $  337      $  346
Less: Taxes                            ($  31 )    ($  69 )    ($  73 )   

($ 78 ) ($ 80 ) ($ 86 ) ($ 88 ) ($ 90 ) ($ 94 ) ($ 97 ) Tax-Affected Adjusted EBIT

$   81      $  178      $  189      $  200      $  206      $  220      $  227      $  232      $  243      $  249
Plus: Depreciation & Amortization      $  109      $  218      $  220      $  224      $  227      $  224      $  228      $  231      $  233      $  236
Plus: Tax Savings from Net Operating
Losses                                 $   16      $   35          -           -           -           -           -           -           -           -
Less: Change in Net Working Capital    $    2      ($  12 )    $    4      $    0      ($   6 )    $    2      ($  13 )    ($   5 )    ($   3 )    ($  11 )
Less: North America Capital
Expenditures                           ($  67 )    ($ 134 )    ($ 146 )    ($ 136 )    ($ 133 )    ($ 118 )    ($ 133 )    ($ 133 )    ($ 128 )    ($ 131 )
North American Unlevered Free Cash
Flows                                  $  140      $  285      $  267      $  288      $  295      $  328      $  309      $  326      $  345      $  342

(1) "Adjusted EBITDA" is defined as earnings before interest, provision for

income taxes, and depreciation and amortization expense, adjusted for

stock-based compensation, loss on extinguishment of debt, service concession

expense, parts expiry valuation adjustment, and other non-recurring expenses.




The European levered free cash flows were computed by taking the Company's
contributions to the Company's equity investments in its projects in the United
Kingdom and Ireland as an outflow in cash and by taking distributions from such
investments as an inflow in cash.



                                         H2
(US$ in millions)                      2021E       2022E       2023E       2024E        2025E      2026E      2027E      2028E      2029E      2030E
Contributions                          ($  60 )    ($ 230 )    ($  40 )    ($   6 )         -          -          -          -          -          -
Distributions                          $   15      $   50      $   57

$ 68 $ 93 $ 108 $ 113 $ 121 $ 127 $ 133 European Levered Free Cash Flows ($ 23 ) ($ 90 ) $ 9 $ 31 $ 47 $ 54 $ 56 $ 61 $ 63 $ 67




The disclosure in the section entitled "The Merger-Opinion of BofA Securities,
Inc. beginning on page 56 of the definitive proxy statement is hereby amended
by:

Amending and restating the last paragraph on page 58 as follows:

BofA Securities reviewed publicly available financial and stock market information of the following nine selected publicly traded companies in the environmental services industry and the independent power producer ("IPP") industry listed in the table below:.

Environmental Services Industry





  •   Waste Management, Inc.




  •   Republic Services, Inc.




  •   Waste Connections, Inc.

--------------------------------------------------------------------------------


  •   Stericycle, Inc.




  •   Clean Harbors, Inc.




  •   Harsco Corporation




  •   US Ecology, Inc.


IPP Industry



  •   Vistra Corp.




  •   NRG Energy Inc.

Amending and restating the first full paragraph on page 59 as follows:

BofA Securities reviewed, among other things, the enterprise values for each of
the selected companies and for the Company, calculated by multiplying the
closing share price of each applicable company as of July 9, 2021 by the number
of fully-diluted shares outstanding of the applicable company (determined on a
treasury stock method basis based on information in the public filings of the
applicable company), and adding to (or subtracting from, as applicable) the
result the amount of the applicable company's net debt (or net cash) (defined as
debt, preferred equity and non-controlling interest (as applicable) less cash,
cash equivalents and marketable securities (as applicable)), as a multiple of
Wall Street analyst consensus estimates of earnings before interest, taxes,
depreciation and amortization ("EBITDA") for each of calendar years 2021 and
2022 for the applicable company (referred to in this section as "2021E EV /
EBITDA" and "2022E EV / EBITDA", respectively). Financial data of the selected
companies were derived from their public filings and publicly available Wall
Street research analysts' estimates published by FactSet as of July 9, 2021.
Financial data of the Company were derived from the financial projections and
equity information provided by the management of the Company. The overall low to
high 2021E EV / EBITDA multiples observed for the selected companies were (i)
9.2x to 18.7x for the environmental services companies (with an average of
13.0x) and (ii) 9.0x to 12.7x for the IPP companies (with an average of 10.9x).
The overall low to high 2022E EV / EBITDA multiples observed for the selected
companies were (i) 8.0x to 17.3x for the environmental services companies (with
an average of 12.1x) and (ii) 6.5x to 7.0x for the IPP companies (with an
average of 6.8x). BofA Securities noted that the 2021E EV / EBITDA multiple
observed for the Company was 9.9x and that the 2022E EV / EBITDA multiple
observed for the Company was 9.1x, in each case, based on the financial
projections.

Adding in the below paragraph and table above the first paragraph on page 60:

The results of this review were as follows:





Environmental Services Industry
Selected Public Company   2021 EV / EBITDA   2022EV / EBITDA
Waste Management, Inc.         14.5x              13.7x
Republic Services, Inc.        13.6x              12.9x
Waste Connections, Inc.        18.7x              17.3x
Stericycle, Inc.               15.1x              14.2x
Clean Harbors, Inc.             9.8x              9.2x
Harsco Corporation              9.2x              8.0x
US Ecology, Inc.               10.1x              9.1x
Average                        13.0x              12.1x




IPP Industry
Selected Public Company   2021 EV / EBITDA   2022EV / EBITDA
Vistra Corp.                   12.7x              6.5x
NRG Energy Inc.                 9.0x              7.0x
Average                        10.9x              6.8x

--------------------------------------------------------------------------------

Amending and restating the first paragraph on page 60 as follows:



Based on BofA Securities' review of the enterprise values to EBITDA multiples
for the selected companies and the Company and on its professional judgment and
experience, BofA Securities applied a 2021E EV / EBITDA multiple reference range
of 10.0x to 11.0x to Company management's estimates of the Company's calendar
year 2021 EBITDA, adjusted by the management of the Company for stock-based
compensation expense, service concession expense, part expense valuation
adjustment, equity investment adjustment to proportional EBITDA and
non-recurring items, asset write-offs / impairments and other one-time items
(which we refer to as "adjusted EBITDA"), as reflected in the financial
projections, and a 2022E EV / EBITDA multiple reference range of 9.0x to 10.0x
to Company management's estimates of calendar year 2022 adjusted EBITDA as
reflected in the financial projections to calculate ranges of implied enterprise
values for the Company. BofA Securities then calculated implied equity value
reference ranges per share of Company common stock (rounded to the nearest
$0.25) for the Company by subtracting from the resulting ranges of implied
enterprise values it calculated an estimate of the net debt of the Company of
$2,522 million as of June 30, 2021 (calculated as debt, less cash (including
short term restricted funds held in trust), as of June 30, 2021), as provided by
the management of the Company, and dividing the result by approximately
138 million, the number of fully diluted-shares of the Company common stock
outstanding as of April 23, 2021 (calculated on a treasury stock method basis,
based on information provided by the management of the Company). This analysis
indicated the following approximate implied equity value reference ranges per
share of Company common stock (rounded to the nearest $0.25), as compared to the
merger consideration:

Amending and restating the first paragraph on page 61 as follows:

BofA Securities reviewed, to the extent publicly available, financial
information relating to the following 29 selected transactions involving 17
acquisitions of publicly traded environmental services and 12 acquisitions of
publicly traded IPP companies listed in the table below that BofA Securities
considered generally relevant for purposes of its analysis (collectively, the
"selected transactions").

Removing in full the two tables on page 61.

Amending and restating the first paragraph on page 62 as follows.



For each of these selected transactions, BofA Securities reviewed the enterprise
values implied for each target company based on the consideration payable in the
selected transaction, as multiples of estimates of the target company's last
twelve months EBITDA, or "LTM EBITDA", as of the announcement of the relevant
transaction and based on publicly available information at that time. The
overall low to high enterprise value to LTM EBITDA multiples of the target
companies in the environmental services selected transactions were 6.2x to 11.6x
(with an average of 8.8x). The overall low to high enterprise value to LTM
EBITDA multiples of the target companies in the IPP selected transactions were
5.7x to 9.6x (with an average of 8.0x).

Adding in the below paragraph and two tables below the first paragraph on page 62:

The results of this review were as follows:

Environmental Services Selected Transactions


                                                                                                                         EBITDA
   Date                    Acquiror                                              Target                                Multiple(1)
 2/7/2020    Harsco Corporation                      ESOL Topco LLC

(Environmental Solutions Business of Stericycle) N/A 1/10/2020 American Waste

                          GFL Environmental                                                     N/A
4/15/2019    Waste Management                        Advanced Disposal Services                                           10.3x

6/26/2018 Hennessy Capital Acquisition Corp III NRC Group Holdings LLC

                                               9.6x
 6/6/2018    Investor Consortium                     Cory Riverside Energy                                                 N/A

2/4/2016 Beijing Enterprises Group Co Ltd EEW Energy from Waste GmbH

                                           6.2x

1/19/2016 Progressive Waste Solutions Ltd Waste Connections Inc

                                               11.6x
11/19/2015   EnergySolutions Inc                     Waste Control Specialists LLC                                         N/A
12/19/2014   Republic Services Inc                   Tervita LLC                                                           N/A
 6/2/2014    HanKore Environment Tech Group Ltd      China Everbright Water Investments Ltd                                N/A
4/22/2014    Stericycle Inc                          Psc Environmental Services LLC                                        N/A


--------------------------------------------------------------------------------

 4/7/2014    US Ecology Inc              Environmental Quality Co            8.6x
 3/3/2014    Beijing Capital Group Ltd   Transpacific Industries Group Ltd   8.6x
4/24/2013    EQT Partners AB             Synagro Technologies Inc            N/A
4/18/2013    Triton Advisers Ltd         Befesa Medio Ambiente SA            9.5x
 1/7/2013    Energy Capital Partners     Energy Solutions                    6.9x
10/29/2012   Clean Harbors               Safety-Kleen Inc                    8.0x
                                         Average                             8.8x



(1) "N/A" indicates transactions for which there is not sufficient publicly


    available information to determine an EBITDA Multiple.




IPP Selected Transactions
                                                                          EBITDA
   Date               Acquiror                       Target              Multiple
10/30/2017   Vistra Energy Corp.           Dynegy Inc.                     7.4x
8/18/2017    Energy Capital Partners LLC   Calpine Corp.                   8.2x
 6/3/2016    Riverstone Holdings LLC       Talen Energy Corp.              6.6x
2/25/2016    Dynegy/ECP                    Engie US Merchant Portfolio     9.0x
7/20/2015    Talen                         MachGen                         7.6x
8/22/2014    Dynegy                        Equipower                       7.2x
10/18/2013   NRG                           Edison Mission Energy           9.5x
7/22/2012    NRG                           GenOn                           9.6x
4/21/2010    Calpine                       Conectiv                        9.3x
4/11/2010    Reliant                       Mirant                          5.7x
2/26/2007    Investor Consortium           TXU                             8.4x
10/2/2005    NRG                           Texas Genco                     7.5x
                                           Average                         8.0x

Amending and restating the second paragraph on page 62 as follows.



Based on BofA Securities' review of the enterprise values to LTM EBITDA
multiples for the selected transactions and on its professional judgment and
experience, BofA Securities applied an enterprise value to LTM EBITDA multiple
reference range of 9.0x to 11.5x to Company management's estimates of adjusted
EBITDA for the twelve-month period ended June 30, 2021, as reflected in the
financial projections, to calculate a range of implied enterprise values for the
Company. BofA Securities then calculated an implied equity value reference range
per share of Company common stock (rounded to the nearest $0.25) for the Company
by subtracting from this range of implied enterprise values an estimate of the
net debt of the Company of $2,522 million as of June 30, 2021 (calculated as
debt, less cash, as of June 30, 2021), as provided by the management of the
Company, and dividing the result by approximately 138 million, the a number of
fully-diluted shares of Company common stock outstanding as of April 23, 2021
(calculated on a treasury stock method basis, based on information provided by
the management of the Company). This analysis indicated the following
approximate implied equity value reference ranges per share of Company common
stock (rounded to the nearest $0.25), as compared to the merger consideration:

Amending and restating the fourth paragraph on page 62 as follows.

BofA Securities performed a discounted cash flow analysis of the Company to
calculate a range of implied present values per share of Company common stock
utilizing estimates of the standalone, unlevered, after-tax free cash flows the
Company expects to generate from WtE operations located in North America over
the period from July 1, 2021 through December 31, 2030 based on the financial
projections. BofA Securities calculated terminal values for the Company
(excluding equity investments in WtE projects outside of North America and the
non-perpetuity plants) of $184 million by applying a range of assumed perpetuity
growth rates of 1.5% to 2.5%, based on BofA Securities' professional judgment
and experience, to the unlevered free cash flows (excluding unlevered free cash
flows the Company was expected to generate from certain client-owned plants that
management of the Company has directed BofA Securities to assume have definite
terms of operation (which we refer to as the "non-perpetuity plants")) in the
year ending on December 31, 2030. BofA Securities then calculated implied
enterprise values for the Company by discounting to present value as of June 30,
2021, the unlevered free cash flows and the terminal values for the Company
(excluding equity investments in WtE projects outside of North America and the
non-perpetuity plants), utilizing the mid-period discounting convention, and
using discount rates ranging from 6.25% to 7.25%, which were based on an
estimate of the Company's weighted average cost of capital, derived using the
capital asset pricing model, which took into account, among other things, risk
free rate, levered beta, and historical equity risk premium, and adding to these
ranges (i) the present value of the levered free cash flows the Company was
expected to generate from equity investments in WtE projects outside of North
America over the period from July 1, 2021 through December 31, 2030 discounted
to June 30, 2021, utilizing the mid-period discounting convention, and using
discount rates ranging from 9.50% to 12.50%, which were based on an estimate of
the Company's cost of equity, derived using the capital asset pricing model, and
an assumed perpetuity growth rate of 2%, based on BofA Securities' professional
judgment and experience, applied to the levered free cash flows in the year
ending on December 31, 2030, and (ii) the present value of the unlevered free
cash flows the Company was expected to generate from the non-perpetuity plants
over the period from January 1, 2031 through the expected end of operations of
such plants, as per Company management's judgment, discounted to June 30 2021,
utilizing the mid-period discounting convention, and using discount rates
ranging from 6.25% to 7.25%, which were based on an estimate of the Company's
weighted average cost of capital, derived using the capital asset pricing model.
BofA Securities then calculated implied equity value reference ranges per share
of Company common stock (rounded to the nearest $0.25) for the Company by
deducting from the ranges of enterprise values the Company's projected net debt
of $2,522 million as of June 30, 2021 (calculated as debt, less cash, as of
June 30, 2021), as provided by Company management, and dividing the result by
approximately 138 million, the a number of fully-diluted shares of Company
common stock outstanding as of April 23, 2021 (calculated on a treasury stock
. . .

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