0001140361-20-018126.txt : 20200811 0001140361-20-018126.hdr.sgml : 20200811 20200811154451 ACCESSION NUMBER: 0001140361-20-018126 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200811 DATE AS OF CHANGE: 20200811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-220460 FILM NUMBER: 201092316 BUSINESS ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 862-345-5000 MAIL ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: DANIELSON HOLDING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 FORMER COMPANY: FORMER CONFORMED NAME: MISSION EQUITIES CORP DATE OF NAME CHANGE: 19770921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 862-345-5000 MAIL ADDRESS: STREET 1: 445 SOUTH STREET CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: DANIELSON HOLDING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 FORMER COMPANY: FORMER CONFORMED NAME: MISSION EQUITIES CORP DATE OF NAME CHANGE: 19770921 FWP 1 nt10014265x5_fwp.htm FWP
Issuer Free Writing Prospectus
Filed by: Covanta Holding Corporation
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-220460
August 11, 2020

Covanta Holding Corporation

Pricing Term Sheet

$400,000,000 5.000% Senior Notes due 2030

Issuer:
Covanta Holding Corporation
   
Security description:
5.000% Senior Notes due 2030
   
Distribution:
SEC Registered
   
Size:
$400,000,000
   
Gross proceeds:
$400,000,000
   
Net proceeds (before expenses):
$394,000,000
   
Maturity:
September 1, 2030
   
Coupon:
5.000%
   
Issue price:
100.000% of principal amount
   
Yield to maturity:
5.000%
   
Spread to Benchmark Treasury:
+435 basis points
   
Benchmark Treasury:
UST 0.625% due May 15, 2030
   
Interest Payment Dates:
March 1 and September 1 beginning on March 1, 2021. Interest will accrue from August 25, 2020
   
Equity Clawback:
Prior to September 1, 2023 up to 35% at 105% plus accrued and unpaid interest
   
Make-whole:
Make-whole call at T+50 bps prior to September 1, 2025
   

Optional redemption:
On and after September 1, 2025, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on September 1 of the years indicated below:
   
 
Year
Percentage
 
2025
102.500%
 
2026
101.667%
 
2027
100.833%
 
2028 and thereafter
100.000%
   
Change of control:
Putable at 101% of principal plus accrued and unpaid interest
   
Trade date:
August 11, 2020
   
Settlement:
T+10; August 25, 2020
 
It is expected that delivery of the Notes will be made against payment therefor on or about August 25, 2020, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to sell their Notes before the second business day prior to the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Those purchasers should consult their own advisors.
   
CUSIP:
22282EAJ1
   
ISIN:
US22282EAJ10
   
Denominations/Multiple:
$2,000 x $1,000
   
Ratings (Moody’s/S&P)*:
B1 / B
   

Joint Book-Running Managers:
J.P. Morgan Securities LLC
 
BofA Securities, Inc.
 
Citizens Capital Markets, Inc.
 
Credit Agricole Securities (USA) Inc.
 
MUFG Securities Americas Inc.
 
SMBC Nikko Securities America, Inc.
   
Senior Co-Manager:
TD Securities (USA) LLC
   
Co-Managers:
BBVA Securities Inc.
 
Capital One Securities Inc.
 
Truist Securities, Inc.
 
Fifth Third Securities, Inc.
 
HSBC Securities (USA) Inc.


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus if you request it by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 by calling toll-free at (866) 803-9204.

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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