GFL Environmental shareholders price secondary offering

Executive Summary

• GFL Environmental Inc. announced the pricing of a secondary offering of 16,611,295 subordinate voting shares by selling shareholders affiliated with BC Partners, Ontario Teachers' Pension Plan, and HPS Investment Partners.
• The shares are priced at $45.15 (U.S.) per share.
• GFL has agreed to repurchase and cancel 1,275,000 subordinate voting shares from RBC Dominion Securities as part of the offering, a transaction approved by a special committee of independent directors.

Key Details

• Offering Size and Price: 16,611,295 subordinate voting shares offered at a public offering price of $45.15 (U.S.) per share.
• Selling Shareholders: BCEC-GFL Borrower (Cayman) LP (affiliated with BC Partners Advisors L.P.), Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, and entities affiliated with HPS Investment Partners LLC.
• Underwriters: RBC Capital Markets LLC (United States) and RBC Dominion Securities Inc. (Canada).
• Repurchase Agreement: GFL agreed to purchase for cancellation 1,275,000 shares from RBC Dominion Securities.
• Governance: The repurchase was unanimously approved by the board of directors (with interested directors recused) upon the recommendation of a special committee composed solely of independent and disinterested directors.
• Regulatory Filings: Shares offered in all Canadian provinces/territories via prospectus supplement to the short-form base shelf prospectus. Form F-10 registration statement filed with the SEC; prospectus supplement to be filed with the SEC under the multijurisdictional disclosure system.
• Prospectus Availability: Base shelf prospectus and prospectus supplement accessible on SEDAR+ and EDGAR.

Notable Quotes

• None provided in the text.