Covanta Holding Corporation announced that it has commenced a cash tender offer (the "Offer") for any and all of its $400 million aggregate principal amount of outstanding 6.000% Senior Notes due 2027 (the "Notes"). The Company concurrently announced that it is soliciting consents (together with the Offer, the "Offer and Consent Solicitation") from holders of the Notes to amend the indenture governing the Notes (the "Indenture") to eliminate substantially all of the restrictive covenants and certain events of default and shorten the minimum notice period required for optional redemptions by the Company from 30 calendar days to 2 calendar days. The Offer and Consent Solicitation will expire at 12:01 a.m., New York City time, on February 2, 2022 unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the "Expiration Time").

In order to be eligible to receive the Total Consideration for tendered Notes, holders must validly tender their Notes and deliver Consents before 5:00 p.m., New York City time, on January 18, 2022 (such date and time, as the same may be extended, the "Consent Deadline"), and not validly withdraw their tendered Notes or revoke the related Consents before such time. The Offer and Consent Solicitation is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (i) the receipt of at least $465 million in gross proceeds from one or more offerings of senior notes on terms reasonably acceptable to the Company and (ii) satisfaction of certain general conditions to the Offer and the Consent Solicitation, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Offer and Consent Solicitation and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the Offer and Consent Solicitation or may otherwise amend the Offer and Consent Solicitation.