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GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes

(Moderate)
(Neutral)
Tags
private placement offering

GFL Environmental (NYSE:GFL) plans a private offering of US$750 million senior notes due 2031, issued by a U.S. wholly owned subsidiary and guaranteed by GFL and certain subsidiaries.

Proceeds are intended to repay revolver borrowings, support the SECURE Waste Infrastructure Corp. acquisition, fund fees and expenses, and other growth initiatives. GFL expects the transaction to lower its average effective borrowing rate and be leverage neutral, targeting leverage in the mid 3.0x range.

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Positive

  • Plans US$750 million senior notes due 2031 to enhance liquidity
  • Proceeds earmarked to repay revolving credit facility borrowings
  • Supports funding for SECURE Waste Infrastructure Corp. acquisition cash consideration
  • Company expects lower average effective borrowing rate post-transaction
  • Leverage expected to remain neutral, targeting mid 3.0x range

Negative

  • Transaction is only planned and remains subject to market conditions
  • Additional senior notes increase gross debt outstanding until revolver reduction occurs
  • Notes are unregistered and limited to qualified and private placement investors

News Market Reaction – GFL

-0.28%
-0.28% Session close to close

In the Jun 22 session, GFL declined 0.28%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds US$750 million in proposed senior notes to refinance revolver borrowings and ...
Analysis

This announcement adds US$750 million in proposed senior notes to refinance revolver borrowings and help fund the SECURE acquisition while targeting leverage in the mid‑3x range. Investors may watch pricing, demand, and whether borrowing costs decline as expected.

Key Figures

Senior notes offering size: US$750 million Notes maturity year: 2031 Leverage target: mid 3.0x range
3 metrics
Senior notes offering size US$750 million Aggregate principal amount of senior notes due 2031
Notes maturity year 2031 Stated maturity of newly proposed senior notes
Leverage target mid 3.0x range Company’s stated leverage objective post‑offering

Previous Private placement,offering Reports

2 past events · Latest: Jan 13 (Neutral)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Jan 13 Debt offering priced Neutral -1.2% Pricing of US$1.0B 5.500% senior notes due 2034 in oversubscribed deal.
Jan 13 Debt offering proposed Neutral -0.8% Announcement of proposed US$1.0B senior notes due 2034 for refinancing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past senior note offerings have triggered small single‑day share declines, suggesting mild sensitivity to new debt issuance.

Key Terms

senior notes, revolving credit facility, rule 144a, regulation s
4 terms
senior notes financial
"a private offering (the "Notes Offering") of US$750 million in aggregate principal amount of senior notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
revolving credit facility financial
"use the proceeds from the Notes Offering to repay amounts drawn on its revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
rule 144a regulatory
"offered only to qualified institutional buyers under Rule 144A and outside the United States"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
regulation s regulatory
"outside the United States in compliance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIAMI BEACH, FL, June 22, 2026 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today announced that it is planning to commence, subject to market and other conditions, a private offering (the "Notes Offering") of US$750 million in aggregate principal amount of senior notes due 2031 (the "Notes"). The Notes will be issued by a U.S. wholly owned subsidiary of GFL and will be guaranteed by GFL and certain of its other subsidiaries.

GFL Environmental logo

GFL intends to use the proceeds from the Notes Offering to repay amounts drawn on its revolving credit facility and to fund fees and expenses, with a view to maximizing its available liquidity to fund a portion of the cash consideration, transaction costs and expenses for the previously announced acquisition of SECURE Waste Infrastructure Corp. and to pursue other growth initiatives. The Notes Offering is expected to lower the Company's average effective borrowing rate and to be leverage neutral, consistent with the Company's commitment to maintain leverage in the mid 3.0x range.

The Notes being offered 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 is the fourth largest diversified environmental services company in North America, providing comprehensive solid waste management services from its platform of facilities throughout Canada and 18 U.S. states. GFL has a workforce of more than 15,000 employees across its organization.

Forward-Looking Information

This release includes certain "forward-looking statements" and "forward-looking information" (collectively, "forward-looking information"), within the meaning of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets, operations and services. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or "potential" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved", although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.

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. Important factors that could materially affect our forward-looking information can be found in the "Risk Factors" section of GFL's annual information form for the year ended December 31, 2025 and GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws.

For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/gfl-environmental-inc-announces-proposed-private-offering-of-senior-notes-302806359.html

SOURCE GFL Environmental Inc.

FAQ

What did GFL (NYSE:GFL) announce about its June 2026 senior notes offering?

GFL announced a proposed private offering of US$750 million senior notes due 2031. According to GFL, the notes will be issued by a U.S. subsidiary, guaranteed by GFL and certain subsidiaries, and sold under Rule 144A and Regulation S exemptions.

How will GFL use the US$750 million senior notes proceeds?

GFL plans to use proceeds to repay amounts drawn on its revolving credit facility and fund related fees and expenses. According to GFL, remaining liquidity will help finance the SECURE Waste Infrastructure Corp. acquisition cash consideration, transaction costs, and other growth initiatives.

How does the proposed GFL (GFL) notes offering affect leverage and borrowing costs?

GFL expects the notes offering to lower its average effective borrowing rate while being leverage neutral. According to GFL, the plan aligns with its commitment to maintain leverage in the mid 3.0x range, assuming successful completion and intended use of proceeds.

Who can buy the new GFL senior notes from the June 2026 private offering?

The notes are offered only to qualified institutional buyers in the United States under Rule 144A and to investors outside the U.S. under Regulation S. According to GFL, Canadian sales will occur via private placement in certain provinces.

Are GFLs proposed 2031 senior notes registered under the U.S. Securities Act?

The notes have not been and will not be registered under the Securities Act of 1933. According to GFL, they may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Does GFLs June 2026 senior notes announcement constitute an offer to sell securities?

GFL states the communication does not constitute an offer to sell or a solicitation to buy any security. According to GFL, no offer or sale will occur in any jurisdiction where such activity would be unlawful.