GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes

Rhea-AI Summary

GFL Environmental Inc. (NYSE: GFL, TSX: GFL) announced plans for a private offering of US$600 million in senior notes due 2029. The company aims to use the proceeds primarily to redeem its US$360 million of existing 8.500% senior notes due 2027 and to pay related fees and interests. Remaining funds will be allocated to repay borrowings under its revolving credit facility. The notes will not be registered under the Securities Act and are offered only to qualified institutional buyers in compliance with applicable regulations.

Positive

• Proceeds from the offering will help redeem existing high-interest debt.
• Improved financial stability anticipated by repaying revolving credit facility.

Negative

• Issuance of new senior notes may lead to shareholder dilution.
• Potential market skepticism due to unregistered offering.

VAUGHAN, ON, June 1, 2021 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL), (TSX: GFL) ("GFL") today announced that it is planning to commence, subject to market and other conditions, a private offering of US$600.0 million in aggregate principal amount of senior notes due 2029 (the "Notes"). GFL intends to use the net proceeds from the offering of the Notes (the "Notes Offering") to redeem all of GFL's outstanding US$360,000,000 aggregate principal amount of 8.500% Senior Notes due 2027 (the "2027 Unsecured Notes") and to pay related fees, premiums and accrued and unpaid interest on the 2027 Unsecured Notes, and to use any remaining net proceeds from the Notes Offering to repay borrowings under its revolving credit facility.

The Notes being offered by GFL in the Notes Offering 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 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.

About GFL

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 throughout Canada and in 27 states in the United States. Across its organization, GFL has a workforce of more than 15,000 employees.

Forward-Looking Information

This release includes certain "forward-looking statements", including statements relating to the potential for an offering and issuance of the Notes by GFL and the use of proceeds therefrom. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the "Risk Factors" section of GFL's annual report for the 2020 fiscal year filed on Form 20-F and GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

For more information:

Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com

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SOURCE GFL Environmental Inc.

FAQ

What is GFL planning with the new senior notes offering?

GFL plans to initiate a private offering of US$600 million in senior notes, primarily to redeem existing debt and repay borrowings.

How much existing debt will GFL redeem with the new offering?

GFL intends to redeem US$360 million of its existing 8.500% senior notes due 2027 with the proceeds.

Who can purchase the senior notes offered by GFL?

The senior notes are being offered only to qualified institutional buyers under Rule 144A and to select investors outside the U.S.

When are the new senior notes due?

The new senior notes are due in 2029.