Covanta Holding Corporation Announces Results of Tender Offer for Any and All Outstanding 1.00% Senior Convertible Debentures Due 2027


FAIRFIELD, N.J., Dec. 9, 2010 - Covanta Holding Corporation, a Delaware corporation (NYSE: CVA) (the "Company" or "Covanta"), today announced the results of its cash tender offer (the "Tender Offer") for any and all of its outstanding 1.00% Senior Convertible Debentures due 2027 (the "Debentures"). The Tender Offer expired at midnight, New York City time, on December 8, 2010, with $316,461,000 in aggregate principal amount of the Debentures (representing approximately 84.67% of the Debentures outstanding prior to the Tender Offer) validly tendered and not validly withdrawn. All of the Debentures have been accepted by the Company for purchase and will be cancelled. After giving effect to the purchase of the tendered Debentures, an aggregate principal amount of $57,289,000 of the Debentures remain outstanding. Payment for the Debentures purchased pursuant to the Tender Offer is expected to be made on December 9, 2010.

In accordance with the terms of the Tender Offer, the consideration to be paid for the Debentures is $990 per $1,000 in principal amount of the Debentures, plus accrued and unpaid interest up to, but not including, December 9, 2010, the payment date for the Tender Offer. The aggregate consideration to be paid for the Debentures purchased, exclusive of accrued and unpaid interest, is approximately $313,296,390. The Company will pay for all of the Debentures purchased pursuant to the Tender Offer with a portion of the net proceeds received from its offering of 7.250% senior notes due 2020.

This press release is for informational purposes only and is not an offer to buy or sell or a solicitation of an offer to buy or sell with respect to any securities. Barclays Capital Inc. acted as lead dealer manager and BofA Merrill Lynch acted as co-dealer manager for the Tender Offer, and D.F. King & Co., Inc. acted as information agent and depositary for the Tender Offer. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 967-7635 (U.S. toll free) or at (212) 269-5550 (collect), or in writing to 48 Wall Street, 22nd Floor, New York, New York 10005, Attention: Elton Bagley. Questions regarding the Tender Offer may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll free) or (212) 528-7581 (collect) or BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) or (980) 388-4603 (collect).

About Covanta

Covanta Holding Corporation (NYSE: CVA) is an internationally recognized owner and operator of large-scale Energy-from-Waste and renewable energy projects and a recipient of the Energy Innovator Award from the U.S. Department of Energy's Office of Energy Efficiency and Renewable Energy. Covanta's 44 Energy-from-Waste facilities provide communities with an environmentally sound solution to their solid waste disposal needs by using that municipal solid waste to generate clean, renewable energy. Annually, Covanta's modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into more than 9 million megawatt hours of clean renewable electricity and create 10 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaholding.com.

SOURCE Covanta Holding Corporation

CONTACT:

Marisa F. Jacobs,

Vice President,

Investor Relations,

+1-973-882-4196,

or

James Regan,

Associate,

Media Relations and Corporate Communications,

+1-973-882-7152

Web Site: www.covantaholding.com

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