VAUGHAN, ON, Dec. 10, 2019 – – GFL Environmental Inc. (“GFL”) announced that it priced its previously announced private offering of US$500 million in aggregate principal amount of 5.125% senior secured notes due 2026 (the “Secured Notes”) and US$275 million in aggregate principal amount of 7.000% unsecured senior notes due 2026 and (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a transaction that was significantly oversubscribed. GFL previously issued US$400 million in aggregate principal amount of its 7.000% unsecured senior notes due 2026 (the “Existing Unsecured Notes”) and the Unsecured Notes will be treated as “Additional Notes” under the indenture governing the Unsecured Notes and will be treated as a single series with the Existing Unsecured Notes under such indenture. In addition to the Notes, GFL expects to raise a minimum of $300 million of equity from existing shareholders of GFL (the “Equity Financing”). The closing of the Equity Financing and the Notes Offering are not contingent on each other.
GFL intends to use the net proceeds from the offering of the Notes (the “Notes Offering”), together with the Equity Financing (i) to fund certain acquisitions, including a pending acquisition, (ii) to repay outstanding borrowings under its revolving credit facility, (iii) to pay related fees and expenses in connection therewith and (iv) for general corporate purposes.
The Notes being offered by GFL in the Notes Offering, and the Equity Financing, have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes and the Equity Financing are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.
This release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
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 11,000 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.
This release may contain forward-looking information including, but not limited to, the potential for an offering and issuance of the Notes by GFL and the Equity Financing, the use of proceeds therefrom. Such forward-looking information is based on certain assumptions and analysis made by GFL in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. 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. However, whether actual results, performance or achievements will conform to GFL’s expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from GFL’s expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by GFL in connection with the Notes Offering and Equity Financing. 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.