BC Partners and OTPP backed GFL to acquire Waste Industries for US $2.825B

GFL Environmental Inc., a portfolio company of BC Partners and Ontario Teachers’ Pension Plan (OTPP), has agreed to acquire Waste Industries from HPS Investment Partners, LLC, Equity Group Investments, and the Poole family for a total enterprise value of US $2.825 billion or CDN $3.65 billion.

The transaction, which is expected to close in the fourth quarter of 2018, is subject to customary regulatory approval.

Founded by the Poole family in 1970, Waste Industries is a premier independent, vertically integrated solid waste management company in the Southeastern United States. In September 2017, an investor group, including the Poole family and members of senior management, and funds controlled by HPS Investment Partners and Equity Group Investments, acquired 100% of the stock of the company, replacing Macquarie Infrastructure Partners as the primary shareholder.

Upon closing the of the acquisition, GFL will become the largest privately owned environmental services company in North America with operations in all Canadian provinces except Prince Edward Island and in 10 states in the United States. Patrick Dovigi will continue to be the President and CEO of the combined company.

BC Partners, Ontario Teachers’ and certain of GFL’s other shareholders including Dovigi are providing new equity financing for Waste Industries acquisition. Barclays, Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada are providing committed debt financing.

Waste Industries is the first major acquisition by GFL following its $5.125 billion recapitalizations in May 2018. BC Partners led investor consortium, including Ontario Teachers’ and others, acquired interests held by HPS Investment Partners, Macquarie Infrastructure Partners III and Hawthorn Equity Partners, with Dovigi maintaining a significant ownership interest.

Following the closing of the transaction, the founding Poole family and members of management who are contributing committed capital, will become shareholders of GFL. Waste Industries’ current Chairman & CEO, Ven Poole, will join GFL’s board of directors.

photo credit: Waste Industries

News Release

GFL Environmental and Waste Industries announce Merger Creating Leading Environmental Services Company in North America

October 10, 2018

TORONTO, Canada and RALEIGH, North Carolina—GFL Environmental Inc. (“GFL”) and Waste Industries announced today that they have entered into a definitive merger agreement in a transaction that values Waste Industries at a total enterprise value of US$2.825 billion (approximately C$3.65 billion). The transaction, which is expected to close in the fourth quarter of 2018, is subject to customary regulatory approvals.

Following its recapitalization completed in May, 2018 with a consortium led by affiliates of BC Partners (“BC Partners”) and including affiliates of Ontario Teachers’ Pension Plan (“Ontario Teachers'”) and others, GFL is one of the largest environmental services companies in North America. Since its founding by the Poole family in 1970, Waste Industries has grown to become the premier independent, vertically integrated solid waste management company in the Southeastern United States. When combined with GFL’s existing solid waste operations, GFL and Waste Industries will become the largest privately owned environmental services company in North America with operations in all Canadian provinces except Prince Edward Island and in 10 states in the United States. The combined company will operate 98 collection operations, 59 transfer stations, 29 material recovery facilities, 10 organics facilities and 47 landfills, and will have more than 8,850 employees. Patrick Dovigi will continue to be the President and CEO of the combined company.

“Waste Industries will more than double GFL’s current footprint of operations in the United States, adding collection, transfer station, materials recovery and landfill operations in fast growing United States markets (including North Carolina, South Carolina, Georgia, Colorado, Tennessee, Virginia and others), growing our customer base and forming an extended platform from which GFL can continue to execute on our proven organic and acquisition growth strategy”, said Patrick Dovigi, the Founder and Chief Executive Officer of GFL. “Waste Industries strongly complements GFL’s brand with an over 47 year history of providing excellent customer service to its local communities and has a management team with a proven track record of harnessing technology, processes and systems to drive operating efficiencies. We are excited to welcome the management team and the more than 2,850 employees of Waste Industries to the GFL family.”

Ven Poole, Chairman and CEO of Waste Industries said, “The continued evolution of Waste Industries takes another large step forward in this combination with GFL. These companies complement each other in multiple ways and the management teams share a similar culture oriented around exceptional customer service, operational excellence and our commitment to making a difference in the communities we serve. The combination with GFL provides a very bright future for our team, and the Poole family is proud to continue its investment through this combination with North America’s true industry leader GFL. I want to personally thank our investors, HPS and EGI for the faith and support they’ve shown the Waste Industries team this past year, and I wish to assure our customers and communities that the Waste Industries you have come to trust will be here to serve you for years to come.”

Certain shareholders, including the founding Poole family, and members of management are contributing committed capital and are expected to become shareholders of GFL in connection with the transaction. Waste Industries’ current Chairman and CEO, Ven Poole, will also join GFL’s Board of Directors upon closing of the transaction.

Scot French, Partner at HPS Investment Partners, which led the current Waste Industries shareholder group, said “I would like to thank the entire Waste Industries team for being great partners. We have a long history with GFL and we have full confidence in the opportunity for both companies together that lies ahead. We are excited to remain invested in supporting this remarkable growth story.”

Transaction Funding

BC Partners, Ontario Teachers’ and certain of GFL’s other shareholders including Mr. Dovigi are providing new equity financing for the transaction. In addition, Barclays, Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada, are providing committed debt financing. GFL expects the debt financing to consist of secured and unsecured debt, which will be used to fund a portion of the purchase price and to repay existing Waste Industries indebtedness.

Paolo Notarnicola, lead Partner for GFL at BC Partners, added “The merger with Waste Industries is an important milestone in our investment thesis for GFL: to provide the capital along with the strategic and operational support to further accelerate the growth of a Canadian champion, in close partnership with Patrick and the whole GFL team. We are excited to work with Ven, Greg and the Waste Industries team towards our common goal of building the preeminent consolidation platform for environmental services in North America.”

Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP acted as legal advisors to GFL. Latham & Watkins LLP and Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Waste Industries. Lee Lloyd advised the Poole family.

Officer Changes

In anticipation of the closing, GFL also announced today that Luke Pelosi has been appointed Chief Financial Officer to replace David Bacon. On the closing of the merger, Greg Yorston will take on the role of Chief Operating Officer for all of GFL’s solid waste operations in Canada and the United States. Additionally, Waste industries’ current Chairman and CEO Ven Poole will serve as a Senior Vice-President of the combined company following the transaction.

Mr. Pelosi joined GFL in January of 2015 as Executive Vice-President, Corporate Development, added the role of Interim Chief Financial Officer of GFL from February until May of 2017 and since January 2018 has been GFL’s Chief Operating Officer. Mr. Yorston has over 30 years of solid waste industry experience and has been instrumental in continuing to drive operational efficiencies since he assumed the role of COO of Waste Industries in 2013.

About GFL

GFL, headquartered in Toronto, Ontario, is a diversified environmental services company providing a comprehensive line of solid waste, infrastructure and soil remediation and liquid waste management services through its platform of facilities across Canada and in Michigan. GFL has a workforce of more than 6,000 employees and provides its broad range of environmental services to more than 60,000 commercial and industrial customers and its solid waste collection services to more than 2.3 million households.

About Waste Industries

Waste Industries is a vertically integrated, regional provider of non-hazardous solid waste collection, transfer, recycling, and disposal services. Founded in 1970, the company currently operates in North Carolina, South Carolina, Georgia, Colorado, Tennessee, Virginia, Maryland, Pennsylvania and Delaware, employs more than 2,850 people, services more than 77,000 commercial and industrial customers and provides residential solid waste collection services to approximately 1.6 million households.

About BC Partners

BC Partners is a leading international investment firm with over €20 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buy-out market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm’s offices in North America and Europe.

Since inception, BC Partners has completed 105 private equity investments in companies with a total enterprise value of €130 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com.

About Ontario Teachers’

The Ontario Teachers’ Pension Plan (Ontario Teachers’) is Canada’s largest single-profession pension plan, with $193.9 billion in net assets at June 30, 2018. It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an average annualized rate of return of 9.9% since the plan’s founding in 1990, to December 31, 2017. Ontario Teachers’ is an independent organization headquartered in Toronto. Its Asia-Pacific region office is located in Hong Kong and its Europe, Middle East & Africa region office is in London. The defined-benefit plan, which was fully funded as at December 31, 2017, invests and administers the pensions of the province of Ontario’s 323,000 active and retired teachers. For more information, visit otpp.com and follow us on Twitter @OtppInfo.

About HPS Investment Partners

HPS Investment Partners (“HPS”) is a leading global investment firm that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for our clients. We manage various strategies across the capital structure that include syndicated leveraged loans and high yield bonds to privately negotiated senior secured debt and mezzanine investments, asset-based leasing and private equity. The scale and breadth of our platform offers the flexibility to invest in companies large and small, through standard or customized solutions. At our core, we share a common thread of intellectual rigor and discipline that enables us to create value for our clients, who have entrusted us with over $46 billion of assets under management as of September 2018. For more information, please visit www.hpspartners.com.

About Equity Group Investments

Equity Group Investments (“EGI”) is the private investment firm founded by Sam Zell 50 years ago. Based in Chicago, EGI invests opportunistically across industries and geographies and throughout the capital structure. Current portfolio investments are in waste and infrastructure, energy, transportation and logistics, manufacturing, communications, healthcare, agribusiness, insurance, and real estate. EGI provides flexible capital and employs an engaged ownership approach to maximize the potential of its investments.

Ted Liu

Ted Liu, M.Sc. (Mining), MBA (Finance), is the Editor of Private Capital Journal and CanadaMetals.ca, and former Editor of Canadian Private Equity. Ted has been passionately tracking Canadian private capital industry since 1992, most recently served as Research Director for The Canadian Venture Capital and Private Equity Association (CVCA). Ted was the architect of CVCA infobase, and is the architect of CPE Media's Financings.ca, the most sophisticated and advanced all private capital and public market financing database.