BC Partners, OTPP, GIC backed GFL to raise up to US $2.1B in IPO on TSX and NYSE

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By Ted Liu

GFL Environmental Inc. has filed an amendment to its registration statement with SEC and Canadian securities regulatory authorities in connection with its proposed initial public offering (IPO) of subordinate voting shares concurrently in the United States and Canada.

GFL Environmental intends to issue 87,572,500 Subordinate Voting Shares priced at US $20 to $24 per share for gross proceeds of up to US $2.1 billion.

This offering will consist of a primary offering of 86,533,864 subordinate voting shares by GFL and a secondary offering of 1,038,636 subordinate voting shares by Josaud II Holdings Inc., an entity owned and controlled by Patrick Dovigi, founder, Chairman, President & CEO of GFL.

GFL has applied for listing of its subordinate voting shares on the Toronto Stock Exchange (TSX) in Canada under the symbol “GFL” and its subordinate voting shares have been
approved for listing on the New York Stock Exchange (NYSE) in the United States under the symbol “GFL”.

Upon closing of the IPO, GFL will have 302,098,527 subordinate voting shares (or 315,234,402 subordinate voting shares if the underwriters exercise their option to purchase
additional subordinate voting shares in full) and 11,946,849 multiple voting shares, effectively value GFL’s equity at US $7.85 billion (at US $24 per IPO share).

BC Partners, Ontario Teachers’ Pension Plan, and GIC Private will own 117,945,269 subordinate voting shares (37.6%), 44,901,032 subordinate voting shares (14.3%) and 27,716,086 subordinate voting shares (8.8%) respectively. Their ownership will reduce to 28.0%, 13.0% and 6.6% if the over-allotment option is exercised in full.

Dovigi will own 100% of the multiple voting shares.

The IPO will be conducted by BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., J.P. Morgan Securities Canada Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. in Canada and BMO Capital Markets Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. in the US.

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