COVANTA HOLDING CORPORATION (NYSE:CVA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On March16, 2017, Covanta Holding Corporation (the Company)
completed an offering 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 and 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
Notes are governed by and were issued to the Indenture (the Base
Indenture) dated as of January18, 2007 between the Company and
Wells Fargo Bank, National Association, as trustee (the Trustee),
as supplemented by the First Supplemental Indenture dated as of
January31, 2007 (the First Supplemental Indenture), the Second
Supplemental Indenture dated as of December1, 2010 (the Second
Supplemental Indenture), the Third Supplemental Indenture dated
as of March19, 2012 (the Third Supplemental Indenture), the
Fourth Supplemental Indenture dated as of March6, 2014 (the
Fourth Supplemental Indenture) and the Fifth Supplemental
Indenture dated as of March16, 2017 (the Fifth Supplemental
Indenture, and together with the Base Indenture, the Indenture)
between the Company and the Trustee.

The Notes constitute general unsecured obligations of the Company
and will rank equal in right of payment with all existing and
future senior unsecured indebtedness of the Company. The Notes
are effectively subordinated in right of payment to all of the
Companys existing and future secured indebtedness, to the extent
of the value of the assets securing such indebtedness, and are
structurally subordinated in right of payment to all of the
existing and future liabilities of the Companys subsidiaries,
including their guarantees under the Companys tax-exempt bonds,
and their indebtedness and guarantees under the existing credit
facilities of its subsidiary, Covanta Energy Corporation. The
Notes are not guaranteed by any of the Companys subsidiaries.

The Notes bear interest at a rate of 5.875% per year, payable in
cash semi-annually, on January1 and July1 of each year,
commencing on July1, 2017, and will mature on July1, 2025 unless
earlier redeemed or repurchased.

The Notes are subject to redemption by the Company, at its
option, at any time on or after July1, 2020, in whole or in part,
at the redemption prices set forth in the prospectus supplement,
together with accrued and unpaid interest, if any, to the date of
redemption. At any time prior to July 1, 2020, the Company may
redeem up to 35% of the original principal amount of the Notes
with the proceeds of certain equity offerings at a redemption
price of 105.875% of the principal amount of the Notes, together
with accrued and unpaid interest, if any, to the date of
redemption. At any time prior to July1, 2020, the Company may
also redeem the Notes, in whole but not in part, at a price equal
to 50% of the principal amount of the Notes, plus accrued and
unpaid interest, plus a make-whole premium. The occurrence of
specific kinds of changes in control will be a triggering event
requiring the Company to offer to purchase from the holders all
or a portion of the Notes at a price equal to 101% of the
principal amount, together with accrued and unpaid interest, if
any, to the date of purchase. In addition, certain asset
dispositions will be triggering events that may require the
Company to use the proceeds from those asset dispositions to make
an offer to purchase the Notes at 50% of the principal amount,
together with accrued and unpaid interest, if any, to the date of
purchase if such proceeds are not otherwise used within 365 days
to repay indebtedness or to invest or commit to invest such
proceeds in additional assets related to the Companys business or
capital stock of a restricted subsidiary.

This summary of the Indenture and the Notes is qualified in its
entirety by reference to the Indenture and the Fifth Supplemental
Indenture, which are included as Exhibit 4.1 and Exhibit 4.2
hereto, respectively, and which are incorporated herein by
reference.

Item8.01. Other Events.

On March16, 2017, the Company issued a press release announcing
the closing of an offering of senior unsecured notes. A copy of
the press release is attached as Exhibit 99.1 and is incorporated
herein by reference.

Item9.01 Financial Statements and Exhibits.

(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 up +0.18 at 15.62 with 1,533,692 shares trading hands.