Covanta Holding Corporation announced that the requisite consents have been received from the holders (‘Holders’) of the Company's outstanding (i) 6.000% Senior Notes due 2027 (the ‘2027 Notes’) and (ii) 5.000% Senior Notes due 2030 (the ‘2030 Notes’ and, together with the 2027 Notes, the ‘Notes’ and each a ‘Series of Notes’) to amend the terms of the Indenture with respect to each Series of Notes. As previously announced, on August 27, 2021, Covert Mergeco, Inc, a Delaware corporation (‘Merger Sub’), an affiliate of certain investment funds affiliated with EQT Infrastructure, commenced solicitations of consents (each, a ‘Consent Solicitation’) from the Holders of each Series of Notes to certain amendments (the ‘Proposed Amendments’) to the Indenture, dated as of January 18, 2007, by and between the Company and Wells Fargo Bank, National Association, as trustee. The Consent Solicitations are being conducted in connection with the previously announced merger agreement pursuant to which, among other things, Merger Sub will merge with and into the Company (the ‘Merger’), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Covert Intermediate Inc., a Delaware corporation. The Merger would constitute a ‘Change of Control’ under the Indenture, which may result in a Change of Control Triggering Event for a Series of Notes if such Series of Notes are downgraded by either Rating Agency on any date during the period commencing 60 days prior to the consummation of such Change of Control and ending 60 days following consummation of such Change of Control. Merger Sub currently does not expect that the ratings of the Notes will be downgraded by either Rating Agency in connection with the Merger. The Consent Solicitations are subject to the terms and conditions set forth in the Consent Solicitation Statement dated August 27, 2021.