BC Partners, OTPP, GIC backed GFL files for IPO on TSX and US Exchange

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By Ted Liu

GFL Environmental Inc. has filed a registration statement with the U.S. Securities and Exchange Commission (SEC) and a preliminary base PREP prospectus with Canadian securities regulatory authorities in all jurisdictions for a proposed initial public offering (IPO) of subordinate voting shares concurrently in the United States and Canada.

Terms of the offering have not yet been determined.

The Canadian underwriting syndicate includes BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., J.P. Morgan Securities Canada Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., while the US syndicate is consisting of BMO Capital Markets Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc.

Stikeman Elliott LLP and Simpson Thacher & Bartlett LLP act as Canadian and US legal counsel to GFL respectively. Davies Ward Phillips & Vineberg LLP and Davis Polk & Wardwell LLP act as Canadian and US counsel to the underwriters.

GFL has applied for listing of its subordinate voting shares on the Toronto Stock Exchange (TSX) under “GFL” and will apply to list its subordinate voting shares on a US Exchange (either New York Exchange (NYSE) or NASDAQ) under the same symbol in the US.

BC Partners, Ontario Teachers’ Pension Plan (OTPP), and Magny Cours Investment Pte Ltd., an affiliate of GIC Private Ltd. are major shareholders and will control the majority of subordinate voting shares. CEO Patrick Dovigi, Josaud Holdings Inc. and Sejosa Holdings Inc. (Dovigi Group), will own or control 100% of the issued and outstanding multiple voting shares.

Generally, controlling private equity investors would hold and control the majority of the multiple shares, GFL is an exception, albeit with restriction. For so long as BC Partners holds at least 15% of the issued and outstanding shares, the Dovigi Group will only be permitted to vote the multiple voting shares that it holds in a manner consistent with the recommendations of the director nominees of BC Partners.

All multiple voting shares will convert automatically into subordinate voting shares if the Dovigi Group no longer beneficially owns, directly or indirectly, at least 2.5% of the issued and outstanding shares or if Patrick Dovigi is no longer serving as a director or in a senior management position or twenty years following the closing of IPO.

Vaughan, Ontario based GFL 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 across Canada and in 23 states in the United States