GFL Environmental Inc., a portfolio company of BC Partners, Ontario Teachers’ Pension Plan, and GIC Private, has filed a new amendment to its registration statement with SEC today in connection with its proposed initial public offering (IPO) of 73,170,733 subordinate voting shares and concurrent offering of 14,000,000 tangible equity units with a stated amount of US $50.00 per unit.
The initial public offering price for the subordinate voting shares is expected to be between US $20.00 and US $21.00 per share. Total gross proceeds will be between US $2.163-2,237 billion or US $2.488-2.572 billion if the over-allotment option is exercised in full.
Of the 73,170,733 subordinate voting shares, 71,652,440 subordinate voting shares will be offered by GFL from treasury and 1,518,293 subordinate voting shares by Josaud II Holdings Inc., an entity owned and controlled by Patrick Dovigi, founder, Chairman, President & CEO of GFL.
The tangible equity units will be composed of two parts, a prepaid stock purchase contract and a senior amortizing note.
GFL subordinate voting shares have been approved for listing on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol “GFL”.
Immediately after the closing of the IPO and without the exercise of the over-allotment option, GFL will have 308,889,748 subordinate voting shares and 11,892,576 multiple voting shares outstanding, valuing the GFL at US $6.416 billion or US $6.635 billion if the over-allotment option is exercised in full, at an offering price of US $20 per share.
Upon the completion of this offering, BC Partners, Ontario Teachers, and GIC will, collectively, directly or indirectly, own or control approximately 67.3% of the issued and outstanding subordinate voting shares, approximately 64.8% of the issued and outstanding shares and approximately 48.6% of the voting power (approximately 65.0%, 62.7% and 47.4%, respectively, if the over-allotment option is exercised in full).
Dovigi Group will, directly or indirectly, own or control 100% of the issued and outstanding multiple voting shares, approximately 3.7% of the issued and outstanding shares and approximately 27.8% of the voting power attached to all of our shares (approximately 3.6% and 27.1%, respectively, if the over-allotment option is exercised in full).
J.P. Morgan, BMO Capital Markets, Goldman Sachs & Co. LLC, RBC Capital Markets and Scotiabank act as joint lead book-running managers for the proposed offering. Barclays, BC Partners, Raymond James, Stifel and TD Securities Inc. are acting as joint book-running managers for the proposed offering. BofA Securities, CIBC Capital Markets, HSBC and National Bank Financial Inc. are acting as co-managers for the proposed offering.
Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP act as US and Canadian legal counsel respectively to GFL. Davis Polk & Wardwell LLP and Davies Ward Phillips & Vineberg LLP are acting as US and Canadian legal counsel to the underwriters.
Vaughan, Ontario based GFL is the fourth largest diversified environmental services company in North America, as measured by revenue and North American operating footprint.
photo credit: GFL
GFL Environmental Inc. Announces Launch of its Initial Public Offering and Concurrent Offering of Tangible Equity Units
TORONTO, Feb. 25, 2020 /PRNewswire/ – GFL Environmental Inc. (“GFL”) today announced the launch of its initial public offering of 73,170,733 subordinate voting shares and its concurrent offering of 14,000,000 tangible equity units (“Units”), with a stated amount of US$50.00 (or C$66.67) per Unit, in each case, pursuant to a registration statement filed with the Securities and Exchange Commission and an amended and restated preliminary base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada (the “Canadian Regulators”). The initial public offering price for the subordinate voting shares is expected to be between US$20.00 and US$21.00 (or C$26.66 and $28.00) per share.
GFL expects to grant the underwriters in the subordinate voting share offering a 30-day option to purchase up to an additional 10,975,609 subordinate voting shares to cover over-allotments, if any. GFL also expects to grant the underwriters in the Unit offering a 13-day option to purchase up to an additional 2,100,000 Units to cover over-allotments, if any.
The subordinate voting shares have been approved for listing on the New York Stock Exchange under the symbol “GFL” and have been conditionally approved for listing on the Toronto Stock Exchange under the symbol “GFL”. GFL has applied to list the Units on the New York Stock Exchange under the symbol “GFLU”, subject to satisfaction of minimum listing standards with respect to the Units.
GFL intends to use the net proceeds from the offering to redeem all of its outstanding 5.625% senior notes due 2022, all of its 5.375% senior notes due 2023, US$270.0 million aggregate principal amount of its 7.000% senior notes due 2026 and US$240.0 million aggregate principal amount of its 8.500% senior notes due 2027, to pay related fees, premiums and accrued and unpaid interest on such notes and to repay indebtedness outstanding under its credit agreements. Any remaining net proceeds will be used for general corporate purposes, including acquisitions.
J.P. Morgan, BMO Capital Markets, Goldman Sachs & Co. LLC, RBC Capital Markets and Scotiabank are acting as joint lead book-running managers for the proposed offering. Barclays, BC Partners, Raymond James, Stifel and TD Securities Inc. are acting as joint book-running managers for the proposed offering. BofA Securities, CIBC Capital Markets, HSBC and National Bank Financial Inc. are acting as co-managers for the proposed offering.
A registration statement, including separate prospectuses, which is preliminary and subject to completion, relating to these securities has been filed on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”) but has not yet become effective. Each preliminary base PREP prospectus contains important information relating to the subordinate voting shares, or the Units, as applicable, and is still subject to completion or amendment. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective and a receipt for the final base PREP prospectuses has been issued by the Canadian Regulators, and, even then, the securities may only be sold pursuant to the registration statement and final prospectuses and final base PREP prospectuses, as applicable.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Each offering will be made only by means of a prospectus relating to such offering. Copies of each preliminary prospectus and/or amended and restated preliminary base PREP prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or J.P. Morgan Securities Canada Inc., Suite 4500, TD Bank Tower, 66 Wellington Street West, Toronto, ON M5K 1E7 or by telephone: Canada Sales 416-981-9233; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, or by telephone at 1-800-414-3627 or by email at firstname.lastname@example.org or BMO Capital Markets, 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 email@example.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone: 1-866-471-2526, or by facsimile: 212-902-9316 or by emailing Prospectusfirstname.lastname@example.org or Goldman Sachs Canada Inc., TD North Tower, 77 King Street West Suite 3400, Toronto, ON M5K 1B7; RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at 1-877-822-4089, or by email at email@example.com or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attn: Distribution Centre, or via telephone: 1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com; 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 firstname.lastname@example.org or 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 email@example.com.
Canadian dollar denominated amounts referred to in this release are calculated based upon an exchange rate of US$1.00 = C$1.333.
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 across Canada and in 23 states in the United States. Across its organization, GFL has a workforce of more than 11,500 employees and provides its broad range of environmental services to more than 135,000 commercial and industrial customers and its solid waste collection services to more than 4 million households.
Forward Looking Statements
This release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes” and “expects.” Forward-looking statements are based on GFL’s current expectations and assumptions. Because forward-looking statements are related to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in GFL’s registration statement on Form F-1 and amended and restated preliminary base PREP prospectuses, in each case, as amended from time to time, under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. GFL undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
SOURCE GFL Environmental Inc.