UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): October 2228, 2021

~~(Date of Report/Date of earliest event reported)~~________________________________________________________

COVANTA HOLDING CORPORATION

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

DELAWARE		1-06732		95-6021257
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

________________________________________________________

445 South Street

Delaware

1-06732

95-6021257

(State or Other Jurisdiction of
Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

445 South Street

Morristown

New Jersey

7960

(Address of principal executive offices)

(Zip Code)

Morristown, New Jersey

07960

(Address and zip code of principal executive offices)

(862) 345-5000

(Registrant’s telephone number, including area code)

~~N/A~~________________________________________________________

~~(Former~~ Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	Trading Symbol(s)	~~Name of each exchange on which registered~~	Name of each exchange on which registered
Common Stock, Par Value $0.10 Per Share	CVA		New York Stock Exchange
Common Stock, $0.10 par value per share		CVA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 7.01 Regulation FD Disclosure~~ o

OnItem October 22, 2021, Covanta Holding Corporation, a Delaware corporation (the “Company”), issued a notice announcing that on October 21, 2021, in connection with the previously announced consent solicitation from holders of (a)(i) Niagara Area Development Corporation (New York) Solid Waste Disposal Facility Refunding Revenue Bonds (Covanta Project), Series 2018A (CUSIP No2. ~~653542 AC4), and (ii) Niagara Area Development Corporation (New York) Solid Waste Disposal Facility Refunding Revenue Bonds (Covanta Project), Series 2018B (CUSIP No~~02. ~~653542~~ ~~AD2)~~Results (collectively, the “NY Bonds”), (b)(i) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2020A (CUSIP No. 63607Y AH3), and (ii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2020B (CUSIP No. 63607Y AJ9) (collectively, the “NH 2020 Bonds”), (c)(i) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018A (CUSIP No. 63607Y AA8), (ii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018B (CUSIP No. 63607Y AB6), and (iii) National Finance Authority Resource Recovery Refunding Revenue Bonds (Covanta Project), Series 2018C (CUSIP No. 63607Y AC4) (collectively, the “NH 2018 Bonds”), (d) Pennsylvania Economic Development Financing Authority Solid Waste Disposal Revenue Bonds, Series 2019A (Covanta Project) (Green Bonds) (CUSIP No. 708692 BQ0) (the “PA Bonds”) and (e) The Virginia Small Business Financing Authority Solid Waste Disposal Revenue Bonds (Covanta Project), Series 2018 (CUSIP No. 928106 AQ6) (the “VA Bonds” and, together with the NY Bonds, the NH 2020 Bonds, the NH 2018 Bonds, and the PA Bonds, the “Bonds”), (x) the Company entered into a First Amendment to Loan Agreement with each applicable Bond Issuer for the NH 2020 Bonds, the NH 2018 Bonds, the PA Bonds and the VA Bonds and (y) Niagara Area Development Corporation and the trustee for the NY Bonds entered into a First Supplement to Indenture of ~~Trust.~~Operations ~~The notice is furnished as Exhibit 99.1 to this report on Form 8-K~~ and isFinancial ~~incorporated herein by reference~~Condition.

~~The~~On ~~information~~October 28, in2021, ~~the~~Covanta ~~notice~~Holding ~~shall~~Corporation ~~not~~(the be"Company") ~~deemed~~issued ~~“filed”~~a ~~for~~press ~~purposes~~release ofreporting ~~Section 18 of~~ the ~~Securities~~unaudited ~~Exchange~~results ~~Act~~for ofthe ~~1934,~~third asquarter ~~amended~~ended ~~(the~~September ~~“Exchange~~30, ~~Act”)~~2021. orA ~~otherwise~~copy ~~subject~~of tothis ~~the~~press ~~liabilities~~release ofis ~~that~~attached ~~section,~~as ~~nor~~Exhibit ~~shall~~99.1 ithereto beand ~~deemed~~ incorporated herein by reference. inThis ~~any~~information ~~filing~~includes ~~under~~certain ~~the~~non-GAAP ~~Securities~~financial ~~Act~~information ~~of 1933,~~ as ~~amended,~~identified ~~or the Exchange Act, regardless of any general incorporation language~~ in ~~such~~Exhibit ~~filing~~99. 1.

Item 9 7.01. ~~Financial~~Regulation ~~Statements~~FD ~~and Exhibits~~ Disclosure.

The information in this Form 8-K and Exhibit 99.1 is furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description of Exhibits
Exhibit No.		Exhibit
99.1	~~Notice, dated as of October 22, 2021~~	Press Release, dated October 28, 2021
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

COVANTA HOLDING CORPORATION
(Registrant)
By:		/s/ Thomas L. Kenyon
Name:		Thomas L. Kenyon
Title:		Executive Vice President, General Counsel and Secretary
Date: October 22, 2021

Date: October 28, 2021

COVANTA HOLDING CORPORATION

(Registrant)



By:						/s/ Thomas L. Kenyon
Name:						Thomas L. Kenyon
Title:						Executive Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX


Exhibit No.						Exhibit

99.1						Press Release, dated October 28, 2021

104						Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

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