Northwire Canada EditionSaturday, July 11, 2026
Northwire
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M&A / Property Routine +

SECURE FILES MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH GFL TRANSACTION

SECURE Waste Infrastructure Corp.

Executive Summary
  • Most Recent News (April 27, 2026): SECURE filed its Management Information Circular regarding the proposed plan of arrangement with GFL Environmental Inc. The circular confirms a special shareholder meeting scheduled for May 27, 2026.
  • Transaction Terms: Shareholders can elect $24.75 cash, 0.4195 GFL shares, or a combination (80% stock/20% cash). Enterprise value is ~$6.4 billion, representing a 23% premium to the 60-day VWAP ending April 10, 2026.
  • Voting Support: TPG Angelo Gordon and Solus Alternative Asset Management LP (holding ~19%) plus directors/officers (~2%) have agreed to vote in favor. Total committed support is approximately 21%.
  • Approval Requirements: Resolution requires approval by at least 66⅔% of votes cast by shareholders present, excluding certain excluded holders. Voting deadline is May 25, 2026.
  • Historical Context (April 13): GFL announced the acquisition agreement with unanimous board support and fairness opinions from RBC and ATB Cormark.
  • Activist Opposition (April 20): Abrams Capital Management acquired additional shares to reach ~10% ownership and intends to vote against the arrangement, citing management's long-term potential under current leadership.
  • Financial Fundamentals (Feb 2026): SECURE reported FY2025 Adjusted EBITDA of $501M (+17%), with strong free cash flow generation ($273M discretionary). Dividend increased by 5% to $0.105/share.
  • Debt & Capital: Closed a $300M senior unsecured notes offering (5.75%, due 2032) in Nov 2025, reducing leverage and refinancing existing credit facility debt.
Material Impact
  • Deal Certainty: The filing of the Management Information Circular is a procedural milestone that confirms the transaction timeline remains on track despite activist opposition from Abrams Capital (10%).
  • Voting Dynamics: With ~21% committed support against a 66⅔% threshold, SECURE requires significant retail/float holder approval. While TPG and Solus backing reduces risk compared to an unbacked deal, the spread between current price ($23.30) and offer ($24.75) reflects this remaining execution risk.
  • Valuation: The 23% premium is already priced into the stock (trading at ~$23.30 vs $24.75 offer). The circular filing does not alter the economics but clarifies the regulatory path to closing in H2 2026.
  • Market Reaction: As this follows the April 13 announcement, the market has largely digested the deal terms. This news is expected (Routine) rather than unexpected, though it solidifies the vote date and support base.
  • Risk Mitigation: The disclosure of institutional backing mitigates some risk associated with the Abrams opposition, but does not eliminate the possibility of a failed vote which would cause significant downside.
SES · Price
Company Overview
  • Business Model: SECURE operates a network of waste infrastructure assets including landfills, produced-water disposal facilities, and industrial waste processing plants.
  • Flagship Project: Montney region produced-water disposal facilities (greenfield) and the Redwater industrial waste facility reopening. These are high-return organic growth projects tied to upstream oil & gas activity.
  • Geographic Footprint: Primarily Western Canada (Alberta), with metals recycling operations in Edmonton and U.S. rail fleet expansion for scrap metal recovery.
  • Management: Allen Gransch (President & CEO) remains in leadership post-closing, ensuring continuity of operational strategy.
Read the original news release →

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