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
Date of Report (Date of earliest event reported): January 19, 2007
COVANTA HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
|
| Delaware
|
|
1-6732
|
|
95-6021257 |
|
|
|
|
|
|
| (State or Other Jurisdiction of
|
|
(Commission
|
|
(I.R.S. Employer |
| Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
|
| 40 Lane Road |
|
|
|
|
| Fairfield, New Jersey
|
|
|
|
07004 |
|
|
|
|
|
|
| (Address of Principal Executive
|
|
|
|
(Zip Code) |
| Offices) |
|
|
|
|
(973) 882-9000
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operation and Financial Condition.
On January 19, 2007, Covanta Holding Corporation (the “Company”) issued a press release (the
“Press Release”) which updated its previously announced full year 2006 earnings guidance. A copy
of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference to
this Item 2.02. This information includes certain non-GAAP financial information as identified in
Exhibit 99.1.
Item 8.01. Other Events.
The Press Release also announced the Company’s intention to implement a comprehensive
recapitalization plan through a series of equity and debt financings, which includes the following: (i) refinancing of all of the credit facilities
of the Company’s principal subsidiary, Covanta Energy Corporation; (ii) repurchase of approximately $612
million in principal amount of outstanding notes at intermediate subsidiaries; (iii) commencing an
underwritten public offering of approximately $125 million of the Company’s common stock, $0.10 par
value; and (iv) commencing underwritten public offering of approximately $325 million of the
Company’s convertible debentures. The Press Release also contained the Company’s full
year 2007 earnings guidance. A copy of the Press Release is attached as Exhibit 99.1 hereto and
incorporated herein by reference to this Item 8.01. This information includes certain non-GAAP
financial information as identified in Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| |
|
|
|
|
| (a) |
|
Financial Statements of Business Acquired — Not Applicable |
|
|
|
|
|
| (b) |
|
Pro Forma Financial Information — Not Applicable |
|
|
|
|
|
| (c) |
|
Shell Company Transactions — Not Applicable |
|
|
|
|
|
| (d) |
|
Exhibits |
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
|
|
|
12.1*
|
|
Calculation of Ratio of Earnings to Fixed Charges |
|
|
|
|
|
|
|
99.1
|
|
Press Release, dated January 19, 2007 |
|
|
|
| * |
|
Incorporated by reference into the Registration Statement on Form S-3 No. 333-140082 as an
exhibit thereto and filed as part of this Current Report. |