UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 22, 2021

(Date of Report/Date of earliest event reported)

COVANTA HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

1-06732

95-6021257

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

445 South Street

Morristown, New Jersey

07960

(Address and zip code of principal executive offices)

(862) 345-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.10 Per Share

CVA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On October 22, 2021, Covanta Holding Corporation, a Delaware corporation (the “Company”), issued a notice announcing that on October 21, 2021, in connection with the previously announced consent solicitation from holders of (a)(i) Niagara Area Development Corporation (New York) Solid Waste Disposal Facility Refunding Revenue Bonds (Covanta Project), Series 2018A (CUSIP No. 653542 AC4), and (ii) Niagara Area Development Corporation (New York) Solid Waste Disposal Facility Refunding Revenue Bonds (Covanta Project), Series 2018B (CUSIP No. 653542 AD2) (collectively, the “NY Bonds”), (b)(i) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2020A (CUSIP No. 63607Y AH3), and (ii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2020B (CUSIP No. 63607Y AJ9) (collectively, the “NH 2020 Bonds”), (c)(i) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018A (CUSIP No. 63607Y AA8), (ii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018B (CUSIP No. 63607Y AB6), and (iii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018C (CUSIP No. 63607Y AC4) (collectively, the “NH 2018 Bonds”), (d) Pennsylvania Economic Development Financing Authority Solid Waste Disposal Revenue Bonds, Series 2019A (Covanta Project) (Green Bonds) (CUSIP No. 708692 BQ0) (the “PA Bonds”) and (e) The Virginia Small Business Financing Authority Solid Waste Disposal Revenue Bonds (Covanta Project), Series 2018 (CUSIP No. 928106 AQ6) (the “VA Bonds” and, together with the NY Bonds, the NH 2020 Bonds, the NH 2018 Bonds, and the PA Bonds, the “Bonds”), (x) the Company entered into a First Amendment to Loan Agreement with each applicable Bond Issuer for the NH 2020 Bonds, the NH 2018 Bonds, the PA Bonds and the VA Bonds and (y) Niagara Area Development Corporation and the trustee for the NY Bonds entered into a First Supplement to Indenture of Trust. The notice is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

The information in the notice shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description of Exhibits

99.1		Notice, dated as of October 22, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


COVANTA HOLDING CORPORATION
(Registrant)

By:		/s/ Thomas L. Kenyon
Name:		Thomas L. Kenyon
Title:		Executive Vice President, General Counsel and Secretary

Date: October 22, 2021

COVANTA HOLDING CORP 8-K