Toronto-based GFL Environment, an environmental services company, is planning on raising a minimum of C$300 million of equity from existing shareholders. The firm also plans a private offering for US$775 million of secured and unsecured senior notes. GFL is backed by BC Partners and Ontario Teachers’ Pension Plan.
VAUGHAN, ON, Dec. 9, 2019 /CNW/ – GFL Environmental Inc. (“GFL”) today announced that it is planning to commence, subject to market and other conditions, a private offering of US$275 million in aggregate principal amount of 7.000% unsecured senior notes due 2026 (the “Unsecured Notes”) and US$500 million in aggregate principal amount of senior secured notes due 2026 (the “Secured Notes” and, together with the Unsecured Notes, the “Notes”). 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.