CPE News (11.19.2021) – GFL Environmental Inc. (NYSE, TSX: GFL) announced that certain of its shareholders intend to offer for sale 12,658,228 Subordinate Voting Shares. The pricing of the offering is yet to be determined.
On November 17, 2021, the last trading day prior to the date of the announcement, the closing prices of GFL Subordinate Voting Shares on the NYSE and the TSX were US $41.16 and CDN $51.92, respectively. The shares under the offering would be worth approximately US $500 million.
The selling shareholders are BCEC-GFL Borrower (Cayman) LP (an entity affiliated with BC Partners Advisors L.P.), OTPP Environmental Services Trust (Ontario Teachers’), GFL Borrower II (Cayman) LP (an entity affiliated with GIC Private Limited) and Poole Private Capital, LLC.
BC Partners currently holds 119,218,420 Subordinate Voting Shares, representing approximately 36.8% of the issued and outstanding Subordinate Voting Shares and approximately 25.2% of the voting power attached to all outstanding Voting Shares. Upon completion of the Offering, BC Partners will hold 111,590,408 Subordinate Voting Shares, representing approximately 35.8% of the issued and outstanding Subordinate Voting Shares and approximately 23.6% of the voting power attached to all outstanding Voting Shares.
Ontario Teachers currently holds 46,645,408 Subordinate Voting Shares, representing approximately 14.4% of the issued and outstanding Subordinate Voting Shares and approximately 9.9% of the voting power attached to all outstanding Voting Shares. Upon completion of the Offering, Ontario Teachers will hold 43,660,872 Subordinate Voting Shares, representing approximately 14.0% of the issued and outstanding Subordinate Voting Shares and approximately 9.2% of the voting power attached to all outstanding Voting Shares.
Cayman Borrower II currently holds 28,015,264 Subordinate Voting Shares, representing approximately 8.6% of the issued and outstanding Subordinate Voting Shares and approximately 5.9% of the voting power attached to all outstanding Voting Shares. Upon completion of the Offering, Cayman Borrower II will hold 26,222,749 Subordinate Voting Shares, representing approximately 8.4% of the issued and outstanding Subordinate Voting Shares and approximately 5.5% of the voting power attached to all outstanding Voting Shares.
Poole Capital currently holds 10,892,942 Subordinate Voting Shares, representing approximately 3.4% of the issued and outstanding Subordinate Voting Shares and approximately 2.3% of the voting power attached to all outstanding Voting Shares. Upon completion of the Offering, Poole Capital will hold 10,639,777 Subordinate Voting Shares, representing approximately 3.4% of the issued and outstanding Subordinate Voting Shares and approximately 2.2% of the voting power attached to all outstanding Voting Shares.
photo credit: GFL
News Release
GFL Environmental Inc. Announces Secondary Offering of 12,658,228 Subordinate Voting Shares by Selling Shareholders
VAUGHAN, ON, November 18, 2021 – GFL Environmental Inc. (NYSE, TSX: GFL) (“GFL” or the “Company”) today announced that certain of its shareholders (the “Selling Shareholders”) intend to offer for sale 12,658,228 subordinate voting shares (the “Shares”). GFL will not receive any proceeds from the sale of the Shares (the “Offering”). J.P. Morgan will act as underwriter for the Offering.
The Shares issued pursuant to the Offering will be offered in all provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s 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.
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. 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 from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.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 more than half of the U.S. states. Across its organization, GFL has a workforce of more than 17,000 employees.
For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com