GFL Environmental and SECURE Waste Infrastructure announce acquisition by GFL, further expanding and densifying GFL's Western Canadian footprint
Rhea-AI Summary
GFL (NYSE:GFL) will acquire SECURE Waste Infrastructure for $24.75 per share, implying an enterprise value of about $6.4 billion. Consideration is 80% in GFL subordinate voting shares and 20% cash; the transaction is expected to close in H2 2026, subject to court, regulatory and shareholder approvals.
The deal is forecast to be immediately accretive, raising Adjusted Free Cash Flow per share by 12–15%, increasing Adjusted EBITDA margin to 31.6%, and boosting pro forma Adjusted Free Cash Flow conversion to 40.5–42.5%.
AI-generated analysis. Not financial advice.
Positive
- Purchase price $24.75 per SECURE share
- Enterprise value ~$6.4 billion
- Consideration 80% stock / 20% cash
- Adj. FCF per share +12–15% accretion
- Adj. EBITDA margin to 31.6%
- Adj. FCF conversion to 40.5–42.5%
Negative
- Transaction includes $200 million termination fee
- Up to $20 million expense reimbursement if terminated
- Closing subject to court, regulatory and shareholder approvals
- Significant share issuance (80% of consideration) dilutes equity
News Market Reaction – GFL
On the day this news was published, GFL declined 9.59%, reflecting a notable negative market reaction. Argus tracked a trough of -8.0% from its starting point during tracking. Our momentum scanner triggered 82 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $1.64B from the company's valuation, bringing the market cap to $15.44B at that time. Trading volume was elevated at 2.9x the daily average, suggesting increased selling activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
GFL was down 3.21% pre-announcement while key peers were mixed to slightly negative (e.g., WCN -1.82%, RSG -1.08%, WM -1.05%, CLH and CWST modestly positive), pointing to a stock-specific setup rather than a broad waste-sector move.
Previous Acquisition Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Apr 01 | Footprint expansion M&A | Positive | +4.4% | Closed Frontier Waste Solutions acquisition, adding 24 Texas sites and new revenue. |
The only recent tagged acquisition (Frontier Waste Solutions) drew a clearly positive price reaction, contrasting with today’s negative pre-news setup.
Over the last few months, GFL has combined balance sheet actions and M&A to scale its platform. The Frontier Waste Solutions deal on Apr 1, 2026 expanded its Southern US footprint and saw shares gain 4.41% the next day. This new SECURE transaction, also framed as footprint densification and accretive to cash flow, follows that same acquisition-led growth path but meets a weaker tape heading into the news.
Historical Comparison
In the past 6 months, GFL had 1 tagged acquisition update, which saw shares move about +4.41%. Today’s Western Canada SECURE deal continues that footprint-densification theme, but pre-news trading was weaker.
Acquisition activity shows a progression from densifying the Southern US footprint via Frontier Waste Solutions to expanding and densifying the Western Canadian footprint through the SECURE transaction.
Market Pulse Summary
The stock moved -9.6% in the session following this news. A negative reaction despite accretive metrics would contrast with the prior Frontier acquisition, which coincided with a roughly +4.41% move. The SECURE deal targets a pro forma Adjusted EBITDA margin of 31.6% and higher free cash flow conversion of 40.5%–42.5%, but concerns could center on deal size, integration risk or share-based consideration. Historical M&A has been supportive, so a sharp decline would mark a deviation from that pattern.
Key Terms
adjusted free cash flow financial
adjusted ebitda financial
net leverage financial
enterprise value financial
volume weighted average price financial
bridge facility financial
revolving credit facility financial
termination fee regulatory
AI-generated analysis. Not financial advice.
- Unique opportunity to acquire a leading waste management provider in
Western Canada - Immediately accretive, increasing Adjusted Free Cash Flow(1) per share by
12% to15% - Highly attractive financial profile, increasing Adjusted EBITDA margin(1) to
31.6% and Adjusted Free Cash Flow(1) conversion to between40.5% and42.5% on a pro forma basis - Net Leverage(1) neutral acquisition providing GFL with enhanced scale and balance sheet flexibility
- Purchase price of
$24.75 - Enhances potential for broader future equity index inclusion
The purchase price of
The transaction is fully financed and is not subject to any financing conditions.
SECURE operates a large scale, diversified waste management platform in
"The acquisition of SECURE will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in
Mr. Dovigi continued, "The transaction reinforces GFL's goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multi-year financial targets we outlined at our Investor Day in early 2025. The high-quality portfolio of acquired assets coupled with SECURE's strong operating margins and lower maintenance capital intensity are expected to increase Adjusted EBITDA margin(1) to
"With this transaction, we have delivered to SECURE shareholders an immediate premium to market value, crystalizing the intrinsic value in our shares and delivering approximately
"The transaction will combine SECURE's hard to replicate infrastructure network with GFL's broader platform, strengthening GFL's ability to capture more waste streams across the value chain," said Allen Gransch, President and CEO of SECURE. "We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders."
Mr. Dovigi concluded, "We are excited that Allen and SECURE's other senior management will continue to lead the business following closing as both employees and shareholders of GFL. We look forward to welcoming the over 2,000 SECURE employees to the GFL family."
The Transaction has been unanimously approved by the Board of Directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately
SECURE Special Committee and Board Recommendations
In connection with the Transaction, the SECURE Board established a special committee (the "Special Committee"), comprised entirely of independent directors, to, among other matters, review the terms of the Transaction and consider potential alternatives available to SECURE. The Special Committee, after considering the terms of the proposed Transaction in detail and upon receipt of advice from external legal counsel and the advice and fairness opinion from its financial advisor, unanimously recommended to the SECURE Board, among other things, that the SECURE Board approve the proposed Transaction.
The SECURE Board, informed in part by the recommendation of the Special Committee, and after considering the terms of the proposed Transaction in detail and receiving advice from external legal counsel and advice from its financial advisors and a fairness opinion, unanimously: (i) determined that the consideration to be received by the SECURE common shareholders pursuant to the Transaction is fair, from a financial point of view, and that the Transaction is in the best interests of SECURE; (ii) resolved to unanimously recommend that the SECURE common shareholders vote in favor of the Transaction; and (iii) authorized the entering into of the Arrangement Agreement and the performance by SECURE of its obligations under the Arrangement Agreement.
RBC Capital Markets provided a verbal independent fairness opinion to the SECURE Board and ATB Cormark Capital Markets provided a verbal independent fairness opinion to the Special Committee, in each case, to the effect that, based upon and subject to the various matters, limitations and qualifications and assumptions stated in each such opinion, the consideration to be received by the SECURE common shareholders pursuant to the Transaction is fair, from a financial point of view, to the SECURE common shareholders.
_____________________ | |
(1) | A non-IFRS measure; see "Non-IFRS Measures" below for an explanation of the composition of non-IFRS measures. Due to the uncertainty of the likelihood, amount and timing of effects of events or circumstances to be excluded from these measures, GFL does not have information available to provide a quantitative reconciliation of such projections to comparable IFRS measures. |
Financing Plan
GFL has obtained fully committed financing for the Transaction through a bridge facility which can be used, together with cash on hand and capacity under its revolving credit facility, to fund the cash component of the Transaction. GFL will evaluate other long-term strategic and opportunistic financing opportunities as they present themselves. GFL expects to maintain its current credit rating profile following the closing of the Transaction.
Transaction Details
The Transaction requires approval by at least: (i) 66 2/
Details of the Transaction and the required SECURE common shareholder approval will be included in an information circular ("Circular") that SECURE expects to mail to the SECURE common shareholders and file on SEDAR+ at www.sedarplus.ca in late April 2026. All holders of SECURE common shares are urged to read the Circular once available as it will contain additional important information concerning the Transaction, including the deadline for making elections to receive cash and/or GFL subordinate voting shares.
The Transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including court approval, regulatory approvals and approval by SECURE shareholders, as further detailed in the Arrangement Agreement, a copy of which will be filed on GFL's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and SECURE's profile on SEDAR+ at www.sedarplus.ca.
The Arrangement Agreement includes customary deal protection provisions, including that SECURE has agreed not to solicit or initiate any discussions regarding any other transaction, subject to customary "fiduciary out" rights to respond to a superior proposal. SECURE has also granted GFL a right-to-match any superior proposal and will pay a termination fee of
Following completion of the Transaction, it is expected that the SECURE common shares will be delisted from the TSX and SECURE will cease to be a reporting issuer under Canadian securities laws.
Conference Call
GFL and SECURE will hold a conference call to discuss the Transaction on April 13, 2026 at 8:30 am Eastern Time. A live audio webcast of the conference call can be accessed by logging onto GFL's Investors page at investors.gflenv.com or by clicking here or listeners may access the call toll-free by dialing 1-833-950-0062 in
Participants who will be dialing in are encouraged to pre-register for the conference call using the following link: https://www.netroadshow.com/events/login/LE9zwo4AM07bxjk133DnH3hdaWqFuBeb9yC. Callers who pre-register will be given a conference access code and PIN to gain immediate access to the call and bypass the live operator on the day of the call.
Advisors
Barclays is acting as financial advisor to GFL and Stikeman Elliott LLP is acting as legal counsel to GFL in connection with the Transaction.
Moelis & Company LLC and RBC Capital Markets are acting as financial advisors to SECURE. McCarthy Tétrault LLP is acting as lead Canadian legal counsel to SECURE in connection with the Transaction, with Bennett Jones LLP acting as Canadian competition counsel to SECURE.
About GFL
GFL is the fourth largest diversified environmental services company in
About SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in
Forward-Looking Statements
This release includes certain "forward-looking statements" and "forward-looking information" (collectively, "forward-looking information"), within the meaning of applicable
Forward-looking information is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward- looking information, including but not limited to certain assumptions set out herein; our ability to obtain and maintain existing financing on acceptable terms; our ability to source and execute on acquisitions on terms acceptable to us; currency exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes; labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our ability to maintain a favorable working capital position; the impact of competition; the changes and trends in our industry or the global economy; and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect the forward-looking information contained herein can be found in the "Risk Factors" section of GFL's annual information form for the year ended December 31, 2025, GFL's other periodic filings with the
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
"EBITDA" represents, for the applicable period, net income (loss) from continuing operations plus (a) interest and other finance costs, plus (b) depreciation and amortization of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each case to the extent deducted or added to/from net income (loss) from continuing operations. We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.
"Adjusted EBITDA" is a supplemental measure used by management and other users of our financial statements including, our lenders and investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs, charges or benefits incurred in such period which in management's view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain) loss on sale of property and equipment, (c) change in value on Call Option, (d) share of net (income) loss of investments accounted for using the equity method, (e) share-based payments, (f) (gain) loss on divestiture, (g) transaction costs, (h) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (i) Founder/CEO remuneration and (j) other. For the year ended December 31, 2025, change in value on Call Option has been added back to EBITDA. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying business performance or that impact the ability to assess our operating performance.
"Adjusted EBITDA margin" represents Adjusted EBITDA divided by revenue. Management and other users of our financial statements including our lenders and investors use Adjusted EBITDA margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business.
"Acquisition EBITDA" represents, for the applicable period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to give effect to (a) the elimination of expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business had been acquired on the first day of such period and (b) contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition (collectively, "Acquisition EBITDA Adjustments"). Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations. Acquisition EBITDA is calculated net of divestitures. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business.
"Run-Rate EBITDA" represents Adjusted EBITDA for the applicable period as adjusted to give effect to management's estimates of (a) Acquisition EBITDA Adjustments (as defined above) and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period ((a) and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate EBITDA has not been adjusted to take into account the impact of the cancellation of contracts and cost increases associated with these contracts. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition. We primarily use Run-Rate EBITDA to show how GFL would have performed if each of the acquired businesses had been consummated at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity and compliance with certain of our debt covenants. Run-Rate EBITDA as presented herein is calculated in accordance with the terms of our revolving credit agreement.
"Net Leverage" is a supplemental measure used by management to evaluate borrowing capacity and capital allocation strategies. Net Leverage is equal to our total long-term debt, as adjusted for fair value, deferred financings and other adjustments and reduced by our cash, divided by Run-Rate EBITDA.
"Adjusted Cash Flows from Operating Activities" represents cash flows from operating activities adjusted for (a) operating cash flows from discontinued operations, (b) incremental cash flow adjustment related to corporate costs attributable to discontinued operations, (c) transaction costs, (d) acquisition, rebranding and other integration costs, (e) Founder/CEO remuneration, (f) cash payments related to GFL Environmental Services transition services agreement, (g) cash taxes related to divestitures, (h) cash interest paid on early termination of long-term debt and (i) distribution received from joint ventures. Adjusted Cash Flows from Operating Activities is a supplemental measure used by investors as a valuation and liquidity measure in our industry. For the year ended December 31, 2025, cash payments related to GFL Environmental Services transition services agreement and cash interest paid on early termination of long-term debt have been added back to Adjusted Cash Flows from Operating Activities. These amounts were not paid in the prior period. Adjusted Cash Flows from Operating Activities is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
"Adjusted Free Cash Flow" represents Adjusted Cash Flows from Operating Activities adjusted for (a) proceeds on disposal of assets and other, (b) purchase of property and equipment and (c) incremental growth investments. Adjusted Free Cash Flow is a supplemental measure used by investors as a valuation and liquidity measure in our industry. Adjusted Free Cash Flow is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
All references to "$" in this press release are to Canadian dollars.
For more information:
GFL:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com
SECURE:
Allen Gransch, President and Chief Executive Officer;
Chad Magus, Chief Financial Officer,
Phone: (403) 984-6100,
Email: ir@secure.ca,
Website: www.secure.ca
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SOURCE GFL Environmental Inc.