Covanta Holding Corporation Announces That Covert Mergeco, Inc. Has Commenced Consent Solicitations for Certain Outstanding Tax-Exempt Bonds of Niagara Area Development Corporation, National Finance Authority, Pennsylvania Economic Development Financing

NEW YORK, Oct. 5, 2021 /PRNewswire/ -- Covanta Holding Corporation (NYSE: CVA) (the "Company" or "Covanta") announced that Covert Mergeco, Inc, a Delaware corporation ("Merger Sub"), an affiliate of certain investment funds affiliated with EQT Infrastructure, has commenced solicitations of consents (each, a "Consent Solicitation") from holders ("Holders") of (i) Niagara Area Development Corporation's Series 2018A Bonds (CUSIP No. 653542 AC4) and Series 2018B Bonds (CUSIP No. 653542 AD2) (collectively, the "NY Bonds"), (ii) National Finance Authority's Series 2020A Bonds (CUSIP No. 63607Y AH3) and Series 2020B Bonds (CUSIP No. 63607Y AJ9) (collectively, the "NH 2020 Bonds"), (iii) National Finance Authority's Series 2018A Bonds (CUSIP No. 63607Y AA8), Series 2018B (CUSIP No. 63607Y AB6), Series 2018C Bonds (CUSIP No. 63607Y AC4) (collectively, the "NH 2018 Bonds"), (iv) Pennsylvania Economic Development Financing Authority's Series 2019A Bonds (CUSIP No. 708692 BQ0) (the "PA Bonds") and (v) Virginia Small Business Financing Authority's Series 2018A-1 Bonds (CUSIP No. 928106 AQ6) (the "VA Bonds" and, together with the NY Bonds, the NH 2020 Bonds, the NH 2018 Bonds, the "Bonds"). A "Loan Agreement" refers to each of the loan agreements relating to the Bonds, as applicable, and the "NY Bonds Indenture" refers to the indenture pursuant to which the NY Bonds were issued. An "Indenture" refers to each of the indentures pursuant to which the Bonds, as applicable, were issued.

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 "Parent"). In connection with the Merger, certain lenders have committed to provide Merger Sub with the debt financing in an aggregate principal amount of (i) up to $3,000 million currently, after a reallocation of $125 million from the senior secured term loan facility to the unsecured bridge facility, expected to consist of senior secured term loan facilities in an aggregate principal amount equal to $1,375 million (which consists of a $1,275 million term loan B facility, which includes a backstop delayed draw term sub-facility in an aggregate principal amount equal to $400.0 million, and a term loan C sub-facility for the purpose of cash collateralizing existing letters of credit in an aggregate principal amount equal to $100 million) and a senior unsecured bridge facility in an aggregate principal amount equal to $1,625 million (including a backstop delayed draw bridge sub-facility in an aggregate principal amount equal to $1,100 million) and (ii) up to $440 million revolving credit facility (the "Debt Financing"). The Merger would constitute a "Change of Control" under the Loan Agreements and the NY Bonds Indenture, which will result in a "Change of Control Offer" (as defined in the Loan Agreements and the NY Bonds Indenture) for the Bonds related to such Loan Agreement or the NY Bonds Indenture. The proposed amendments (the "Proposed Amendments") relate to the elimination of the requirement to make a "Change of Control Offer" with respect to such Series of Bonds in the applicable Loan Agreement and/or the NY Bonds Indenture in connection with the Merger and certain other customary changes for a privately-held company to the "Change of Control." In addition, in connection with the Merger, subject to and within 60 days of the closing date, certain subsidiaries of the Company that will be guarantors of the Debt Financing will deliver guarantees to the applicable trustees that will jointly and severally guarantee the Company's obligations with respect to each Series of Bonds, and such guarantees shall not be contingent on the Proposed Amendments and will be provided regardless of the results of the Consent Solicitations.