Item 7.01 Regulation FD Disclosure
Proposed Notes Offering
On November 15, 2021, Covert Mergeco, Inc. ("Merger Sub"), a Delaware
corporation and wholly owned subsidiary of Covert Intermediate, Inc., a Delaware
corporation and an affiliate of EQT Infrastructure ("Parent"), intends to offer,
subject to market and other customary conditions, up to $300,000,000 in
aggregate principal amount of sustainability-linked senior notes due 2029 (the
"notes") in a private offering. Unless the Merger (as defined below) is
consummated simultaneously with the offering of the notes, Merger Sub will
deposit (or cause to be deposited) the gross proceeds of the offering of the
notes into a segregated escrow account until the date that certain escrow
release conditions, including the consummation of the Merger, have been
satisfied. The notes will be senior unsecured obligations of Merger Sub. Upon
the consummation of the Merger and the release of the proceeds from escrow, if
applicable, Covanta Holding Corporation, a Delaware corporation (the "Company")
will assume the obligations under the notes and the notes will initially be
guaranteed by certain of the Company's subsidiaries on a senior unsecured basis.
The offering is in connection with the previously announced agreement and plan
of merger (the "Merger Agreement"), dated as of July 14, 2021, by and among the
Company, Parent, and 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.
Merger Sub intends to use the net proceeds from the notes offering, together
with the equity financing to be provided by affiliates of EQT Infrastructure and
the borrowings under the new credit facilities, to (i) finance the Merger
pursuant to the Merger Agreement, (ii) repay the Company's existing term loans
and revolving loans under its existing credit facilities, (iii) redeem certain
of the Company's existing debt, including the 5.875% Senior Notes due 2025, and
(iv) pay fees and expenses related to the foregoing.
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The notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), or outside the United States, to persons
other than "U.S. persons" in compliance with Regulation S under the Securities
Act. This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy the notes. Any offers of the notes will be made
only by means of a private offering memorandum. The notes have not been and will
not be registered under the Securities Act, or as securities laws of any other
jurisdiction, and may not be offered or sold in the United States without
registration or an applicable exemption from registration requirements.
Financial Information
In connection with the notes offering, Merger Sub provided potential investors
with unaudited pro forma condensed consolidated financial and other data as of
September 30, 2021, for the nine months ended September 30, 2021, for the nine
months ended September 30, 2020 and for the twelve months ended December 31,
2020 and September 30, 2021. The unaudited pro forma condensed consolidated
financial information is derived from the unaudited historical financial
statements of the Company and its consolidated subsidiaries, after giving effect
to the application of the acquisition method of accounting and Merger-related
adjustments. The pro forma adjustments are preliminary and have been made solely
for informational purposes. As a result, the unaudited pro forma condensed
consolidated financial information is not intended to represent and does not
purport to be indicative of what the company financial condition or results of
operations would have been had the Merger occurred at an earlier date. In
addition, the unaudited pro forma condensed consolidated financial information
does not purport to project the future financial position or operating results
of the Company. The summary unaudited pro forma condensed consolidated financial
and other data as of September 30, 2021, for the nine months ended September 30,
2021, for the nine months ended September 30, 2020 and for the twelve months
ended December 31, 2020 and September 30, 2021 are attached hereto as Exhibit
99.1 and are incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise
regarded as filed under, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed incorporated by reference into any
filing under the Securities Act or in the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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 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
99.1 Excerpts from materials to be provided to prospective investors on
November 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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