COVANTA HOLDING CORPORATION (NYSE:CVA) Files An 8-K Other Events

Item8.01

On March2, 2017, Covanta Holding Corporation (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC as representative and
on behalf of the several underwriters named therein
(collectively, the Underwriters) providing for the offer and sale
by the Company of $400million principal amount of 5.875% Senior
Notes due 2027 (the Notes).

The offering of the Notes was registered under the Securities Act
of 1933, as amended, and is being made to the Companys
Registration Statement on Form S-3, Reg. No.333-199593 and the
prospectus dated October24, 2014 included therein, filed by the
Company with the Securities and Exchange Commission on October24,
2014, as supplemented by the preliminary prospectus supplement
relating thereto dated March2, 2017, and the final prospectus
supplement relating thereto dated March2, 2017.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities arising out of or in
connection with the sale of the Notes and customary contribution
provisions in respect of those liabilities. The closing of the
offering, which is subject to customary closing conditions, is
expected to occur on March16, 2017.

The foregoing description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference
to the Underwriting Agreement, which is attached hereto as
Exhibit 1.1 and is incorporated herein by reference.

The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of the
Underwriting Agreement and as of the specific date (or dates) set
forth therein, and were solely for the benefit of the parties to
the Underwriting Agreement and are subject to certain limitations
as agreed upon by the contracting parties. In addition, the
representations, warranties and covenants contained in the
Underwriting Agreement may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries of the Underwriting Agreement and should not rely
on the representations, warranties and covenants contained
therein, or any descriptions thereof, as characterizations of the
actual state of facts or conditions of the Company. Moreover,
information concerning the subject matter of the representations
and warranties may change after the date of the Underwriting
Agreement, which subsequent developments may not be fully
reflected in the Companys public disclosure.

(d) Exhibits.

About COVANTA HOLDING CORPORATION (NYSE:CVA)

Covanta Holding Corporation is a holding company. The Company, through its subsidiaries, owns and operates infrastructure for the conversion of waste to energy, as well as other waste disposal and renewable energy production businesses. It operates through North America segment, which consists of waste and energy services operations located primarily in the United States and Canada. The energy-from-waste (EfW) serves over two markets as both a sustainable waste management solution and as a source of clean energy. The Company processes approximately 20 million tons of solid waste annually. The Company operates and/or have ownership positions in over 45 EfW facilities, which are primarily located in North America, and over 10 additional energy generation facilities, including other renewable energy production facilities in North America (wood biomass and hydroelectric). The Company operates EfW projects in approximately 20 states and over two Canadian provinces.

COVANTA HOLDING CORPORATION (NYSE:CVA) Recent Trading Information

COVANTA HOLDING CORPORATION (NYSE:CVA) closed its last trading session down -1.00 at 15.30 with 769,038 shares trading hands.