TORONTO, March 3, 2020 – – GFL Environmental Inc. (“GFL“) announced today that its previously announced initial public offering of 75,000,000 subordinate voting shares and concurrent offering of 15,500,000 of its 6.00% tangible equity units (“Units“) are expected to close on March 5, 2020, subject to the satisfaction of customary closing conditions.
Each Unit will consist of a prepaid stock purchase contract and a senior amortizing note due March 15, 2023. Unless earlier settled, each stock purchase contract will automatically settle on March 15, 2023 (subject to postponement in limited circumstances) for between 2.1930 and 2.6316 subordinate voting shares per purchase contract, subject to adjustment, based on the applicable market value of the subordinate voting shares, as described in the prospectuses relating to the Unit offering. On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, GFL will pay equal quarterly cash installments of US$0.75 per amortizing note (except for the June 15, 2020 installment payment, which will be US$0.8333 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate per year will be equivalent to 6.00% per year with respect to each US$50 stated amount of Units. Each amortizing note will have an initial principal amount of US$8.5143 (or C$11.3521) and bear interest at a rate of 4.00% per year. The amortizing notes will be unsecured senior obligations of GFL.
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 offerings. Barclays, BC Partners, Raymond James, Stifel and TD Securities Inc. are acting as joint book-running managers for the offerings. BofA Securities, CIBC Capital Markets, HSBC and National Bank Financial Inc. are acting as co-managers for the offerings.
A registration statement on Form F-1, including separate prospectuses, relating to these securities was declared effective by the U.S. Securities and Exchange Commission on March 2, 2020. GFL has obtained a receipt for separate final base PREP prospectuses filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. The securities may only be sold pursuant to the registration statement and 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 prospectus and/or final 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 [email protected] 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 protected]; 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 [email protected] 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 protected] 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 [email protected]; 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 [email protected] 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 protected].
Canadian dollar denominated amounts referred to in this release are calculated based upon an exchange rate of US$1.00 = C$1.3333.
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 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 final 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.