GFL Environmental (NYSE: GFL) to issue US$750M 2031 senior notes
Rhea-AI Filing Summary
GFL Environmental Inc. plans a private offering of US$750 million in senior notes due 2031 through a U.S. wholly owned subsidiary, with guarantees from GFL and certain subsidiaries. The company intends to use the proceeds mainly to repay its revolving credit facility and cover fees and expenses, increasing liquidity to help fund the cash portion and costs of its previously announced acquisition of SECURE Waste Infrastructure Corp. and to support other growth initiatives. GFL expects this financing to lower its average effective borrowing rate and be leverage neutral, aligning with its target of maintaining leverage in the mid 3.0x range.
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Insights
GFL plans a US$750M notes deal to refinance debt and support an acquisition while keeping leverage stable.
GFL Environmental is arranging a private offering of US$750 million senior notes due 2031, issued by a U.S. subsidiary and guaranteed by the parent and certain subsidiaries. Proceeds are earmarked to repay its revolving credit facility, pay related fees, and bolster liquidity for the SECURE Waste Infrastructure Corp. acquisition and other growth plans.
The company states the transaction is expected to reduce its average effective borrowing rate and be leverage neutral, consistent with a leverage target in the mid 3.0x range. That suggests the new notes largely refinance existing borrowings rather than add substantial net debt, with overall impact depending on final pricing and completion of the acquisition.
Because the notes are offered privately under Rule 144A and Regulation S, access is limited to qualified institutional buyers and certain offshore or Canadian investors. Subsequent filings may provide more detail on final terms and how the financing interacts with integration of the SECURE Waste Infrastructure Corp. transaction.
Key Figures
Key Terms
senior notes financial
revolving credit facility financial
Rule 144A regulatory
Regulation S regulatory
forward-looking information regulatory
private placement financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-39240
GFL Environmental Inc.
(Translation of registrant’s name into English)
1759 Purdy Avenue, Suite 300
Miami Beach, Florida 33139
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
The following Exhibit 99.1 is furnished as part of this Current Report on Form 6-K.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated June 22, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GFL Environmental Inc. | ||
| Date: June 22, 2026 | By: | /s/ Mindy Gilbert |
| Name: Mindy Gilbert | ||
| Title: Executive Vice President and Chief Legal Officer | ||
Exhibit 99.1
GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes
MIAMI BEACH, FL, June 22, 2026 – 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 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