CPE News (4/12/2021) – BC Partners Advisors L.P., Ontario Teachers’ Pension Plan Board, GIC Private Limited and HPS Investment Partners, LLC (selling shareholders) have entered into an bought deal secondary offering of 17,500,000 subordinate voting shares of GFL Environmental Inc. (NYSE/TSX: GFL) by certain entities affiliated with the selling shareholders at US $33.95 per share for total gross proceeds to the selling shareholders of US $594,125,000.
10,681,939 of the subordinate voting shares are being sold by BC Partners, 4,179,417 of the subordinate voting shares are being sold by Ontario Teachers’, 2,510,161 of the subordinate voting shares are being sold by GIC and 128,483 of the subordinate voting shares are being sold by HPS.
The offering is being made in each of the provinces and territories of Canada and concurrently in the United States. The shares are being offered in Canada by BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. and in the United States by BMO Capital Markets Corp., RBC Capital Markets, LLC and Scotia Capital (USA) Inc.
BC Partners, Ontario Teachers, GIC and HPS have granted the underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the offering, to purchase up to an additional 1,602,291, 626,913, 376,524 and 19,272 subordinate voting shares, respectively, at the offering price to cover over-allotments.
GFL currently has 314,300,421 subordinate voting shares, 12,062,964 multiple voting shares and 28,571,428 Convertible Preferred Shares issued and outstanding as of December 31, 2020.
BC Partners currently holds 129,900,359 subordinate voting shares, representing approximately 41.3% of the issued and outstanding subordinate voting shares and approximately 28.2% of the voting power attached to all of the Shares and GFL’s Series A perpetual convertible preferred shares. Following the closing of the offering (assuming no exercise of the over-allotment option), BC Partners will hold 119,218,420 subordinate voting shares, representing approximately 37.9% of the issued and outstanding subordinate voting shares and approximately 25.9% of the voting power attached to all of the voting shares.
Ontario Teachers’ currently holds 50,824,825 subordinate voting shares, representing approximately 16.2% of the issued and outstanding subordinate voting shares and approximately 11.0% of the voting power attached to all of the voting shares. Following the closing of the offering (assuming no exercise of the over-allotment option), Ontario Teachers will hold 46,645,408 subordinate voting shares, representing approximately 14.8% of the issued and outstanding subordinate voting shares and approximately 10.1% of the voting power attached to all of the voting shares.
GIC currently holds 30,525,425 subordinate voting shares, representing approximately 9.7% of the issued and outstanding subordinate voting shares and approximately 6.6% of the voting power attached to all of the voting shares. Following the closing of the offering (assuming no exercise of the over-allotment option), GIC will hold 28,015,264 subordinate voting shares, representing approximately 8.9% of the issued and outstanding subordinate voting shares and approximately 6.1% of the voting power attached to all of the voting shares.
HPS currently holds 1,562,445 subordinate voting shares and 24,693,286 subordinate voting shares issuable upon conversion of the Convertible Preferred Shares, representing approximately 0.5% of the issued and outstanding subordinate voting shares (or 7.7% assuming the conversion of the Convertible Preferred Shares into 24,693,286 subordinate voting shares) and approximately 5.7% of the voting power attached to all of the voting shares. Following the closing of the offering (assuming no exercise of the over-allotment option), HPS will hold 1,433,962 subordinate voting shares and 24,693,286 subordinate voting shares issuable upon conversion of the Convertible Preferred Shares, representing approximately 0.5% of the issued and outstanding subordinate voting shares (or 7.7% assuming the conversion of the Convertible Preferred Shares into 24,693,286 subordinate voting shares) and approximately 5.7% of the voting power attached to all of the voting shares.
Patrick Dovigi, founder & CEO of GFL, is not a party to the offering and continues to own 12,062,964 multiple voting shares (100%).
photo credit: GFL
News Release
GFL Environmental Inc. Announces a US$594 million Secondary Offering of Subordinate Voting Shares
VAUGHAN, ON, April 12, 2021 –GFL Environmental Inc. (NYSE, TSX: GFL) (“GFL” or the “Company”) today announced that certain entities affiliated with BC Partners Advisors L.P., Ontario Teachers’ Pension Plan Board, GIC Private Limited and HPS Investment Partners, LLC (collectively, the “Selling Shareholders”), have entered into an agreement with BMO Capital Markets, RBC Capital Markets and Scotiabank (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 17,500,000 subordinate voting shares (the “Shares”) held by the Selling Shareholders at an offering price of US$33.95 per Share (the “Offering Price”) for total gross proceeds to the Selling Shareholders of US$594,125,000 (the “Offering”). GFL will not receive any proceeds from the Offering.
The Underwriters have also been granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 2,625,000 Shares from the Selling Shareholders at the Offering Price for additional gross proceeds of US$89,118,750 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering, which is expected to occur on or about April 23, 2021 and is subject to certain customary closing conditions.
The Shares issued pursuant to the Offering and Over-Allotment Option will be offered in all provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to a short form base shelf prospectus (the “Final Base Shelf Prospectus”). The Company has filed a registration statement on Form F-10 (the “Form F-10”), and will file the Prospectus Supplement, with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the multi-jurisdictional disclosure system established between Canada and the United States (“MJDS”).
The Company has filed a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) and is filing today a concurrent preliminary prospectus supplement with Canadian Securities Commissions and with the SEC in accordance with the MJDS in order to qualify the Shares to be issued pursuant to the Offering and Over-Allotment Option described above. Such Preliminary Base Shelf Prospectus, which remains subject to the review of the Canadian Securities Commissions will qualify the distribution by way of prospectus in Canada of up to US$2 billion of subordinate voting shares, preferred shares, debt securities, warrants, share purchase contracts, subscription receipts, units or any combination thereof, during the 25-month period during which the Final Base Shelf Prospectus will be effective.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
Prospective investors should read the Final Base Shelf Prospectus, Prospectus Supplement and the documents incorporated by reference therein before investing in the Shares. When available, these documents may be accessed for free on SEDAR at www.sedar.com.
GFL has filed the Form F-10 (including a prospectus) with the SEC for the Offering to which this news release relates. Before you invest, you should read the prospectus supplement relating to the Offering, the prospectus in the Form F-10 and other documents GFL has filed with the SEC. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may request the prospectus supplement and prospectus: in Canada from BMO Capital Markets, Attention: Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by telephone at 1-905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca and in the United States from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, or by telephone at 1-800-414-3627 or by email at bmoprospectus@bmo.com; in Canada from RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention: Distribution Centre, or by telephone at 1-416-842-5349 or by email at Distribution.RBCDS@rbccm.com and in the United States from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, or by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com; or in Canada from Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 64th Floor, 40 King Street West, M5H 3Y2, Toronto, Ontario, or by telephone at 1-416-863-7704 or by email at equityprospectus@scotiabank.com and in the United States from Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at equityprospectus@scotiabank.com.
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services through its platform of facilities throughout Canada and in 27 states in the United States. Across its organization, GFL has a workforce of more than 15,000 employees.
For further information: Patrick Dovigi, Founder and Chief Executive Officer
+1 905 326-0101, pdovigi@gflenv.com