GFL Environmental (GFL) Announces $594 million Secondary Offering of Subordinate Voting Shares

April 12, 2021 5:05 PM EDT

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GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today announced that certain entities affiliated with BC Partners Advisors L.P., Ontario Teachers' Pension Plan Board, GIC Private Limited and HPS Investment Partners, LLC (collectively, the "Selling Shareholders"), have entered into an agreement with BMO Capital Markets, RBC Capital Markets and Scotiabank (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 17,500,000 subordinate voting shares (the "Shares") held by the Selling Shareholders at an offering price of US$33.95 per Share (the "Offering Price") for total gross proceeds to the Selling Shareholders of US$594,125,000 (the "Offering"). GFL will not receive any proceeds from the Offering.

The Underwriters have also been granted an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 2,625,000 Shares from the Selling Shareholders at the Offering Price for additional gross proceeds of US$89,118,750 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering, which is expected to occur on or about April 23, 2021 and is subject to certain customary closing conditions.

The Shares issued pursuant to the Offering and Over-Allotment Option will be offered in all provinces and territories of Canada by way of a prospectus supplement (the "Prospectus Supplement") to a short form base shelf prospectus (the "Final Base Shelf Prospectus"). The Company has filed a registration statement on Form F-10 (the "Form F-10"), and will file the Prospectus Supplement, with the U.S. Securities and Exchange Commission (the "SEC") in accordance with the multi-jurisdictional disclosure system established between Canada and the United States ("MJDS").

The Company has filed a preliminary short form base shelf prospectus (the "Preliminary Base Shelf Prospectus") and is filing today a concurrent preliminary prospectus supplement with Canadian Securities Commissions and with the SEC in accordance with the MJDS in order to qualify the Shares to be issued pursuant to the Offering and Over-Allotment Option described above. Such Preliminary Base Shelf Prospectus, which remains subject to the review of the Canadian Securities Commissions will qualify the distribution by way of prospectus in Canada of up to US$2 billion of subordinate voting shares, preferred shares, debt securities, warrants, share purchase contracts, subscription receipts, units or any combination thereof, during the 25-month period during which the Final Base Shelf Prospectus will be effective.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Prospective investors should read the Final Base Shelf Prospectus, Prospectus Supplement and the documents incorporated by reference therein before investing in the Shares. When available, these documents may be accessed for free on SEDAR at www.sedar.com.



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