U.S. energy-from-waste provider Covanta Holding Corp. (Covanta) plans to issue $400 million of senior unsecured notes due 2024, to refinance its existing $460 million 3.25% convertible notes due June 1, 2014. We are assigning our 'B' issue-level rating and '6' recovery rating to the company's proposed notes. We are affirming our 'BB-' corporate credit rating and are also affirming all of our existing issue-level ratings at Covanta and its wholly owned subsidiary, Covanta Energy Corp. (CEC). The stable outlook reflects our expectation that the company's credit measures will remain essentially unchanged following the proposed transaction. We expect operating results to be fairly stable over the next year as new waste contracts, system improvements, and organic growth opportunities in the domestic