GFL Environmental Inc. Announces Settlement of Tangible Equity Units

Rhea-AI Summary

On March 16, 2023, GFL Environmental (NYSE: GFL) announced the completion of its obligations under the 6.00% Tangible Equity Units (TEUs) issued on March 5, 2020. The purchase contracts for the outstanding TEUs converted into subordinate voting shares at the minimum settlement rate of 2.1940 on March 15, 2023. This resulted in an increase of 25,665,433 shares, bringing the total number of basic shares outstanding to 369,108,314. GFL has also fulfilled the final payment on the senior amortizing note associated with the TEUs. This information reflects GFL's ongoing commitment to improving its capital structure and shareholder equity.

Positive

• Conversion of 6.00% TEUs into subordinate voting shares increases total shares outstanding by 25,665,433, enhancing liquidity.
• Fulfillment of all principal and interest payments on related amortizing notes shows financial stability.

Negative

• Potential dilution of shareholder equity due to the significant increase in shares outstanding.
• -

VAUGHAN, ON, March 16, 2023 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL") today announced that it has satisfied its remaining obligations under its 6.00% Tangible Equity Units ("TEUs") previously issued on March 5, 2020, in connection with its initial public offering.

Effective March 15, 2023, the purchase contracts of each outstanding TEU automatically converted into subordinate voting shares at the minimum settlement rate of 2.1940 plus cash in lieu of fractional shares. See Appendix "A" for the pro forma impact of the conversion of the purchase contracts on the outstanding subordinate voting shares as at December 31, 2022, assuming the conversion took effect as at December 31, 2022.

GFL has also made the final installment payment on the senior amortizing note portion of each TEU in full satisfaction of all principal and interest payments thereunder.

About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 19,500 employees.

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

Appendix "A"

The following table presents the total shares outstanding as at December 31, 2022 and the pro forma effect of the conversion of the purchase contracts, assuming the conversion thereof as at December 31, 2022:

			December 31, 2022		TEU Conversion(1)		Pro Forma December 31, 2022
Subordinate voting shares			331,629,917		25,665,433		357,295,350
Multiple voting shares			11,812,964		—		11,812,964
Basic shares outstanding			343,442,881		25,665,433		369,108,314
Effect of dilutive instruments			4,540,768		—		4,540,768
Minimum conversion of TEUs			25,665,433		(25,665,433)		—
Series A Preferred Shares (as converted)			27,842,293		—		27,842,293
Series B Preferred Shares (as converted)			7,268,463		—		7,268,463
Diluted shares outstanding			408,759,838		—		408,759,838

(1)	As at December 31, 2022, the minimum settlement rate for the purchase contracts was 2.1939. Effective January 18, 2023, the minimum settlement rate for the purchase contracts was 2.1940. The table above shows the conversion of the TEUs assuming the December 31, 2022 minimum settlement rate of 2.1939.

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SOURCE GFL Environmental Inc.

FAQ

What is the recent announcement from GFL Environmental regarding Tangible Equity Units?

GFL Environmental announced the completion of its obligations under its 6.00% Tangible Equity Units, converting them into subordinate voting shares on March 15, 2023.

How many shares are outstanding after GFL's TEU conversion?

After the conversion of the TEUs, GFL's total basic shares outstanding increased to 369,108,314.

What was the minimum settlement rate for GFL's TEUs during conversion?

The minimum settlement rate for the conversion of GFL's TEUs was 2.1940.

What financial obligations did GFL fulfill with respect to its Tangible Equity Units?

GFL made the final installment payment on the senior amortizing note portion of each TEU, satisfying all principal and interest obligations.