GFL Environmental Inc. Announces Closing of Secondary Offering by Selling Shareholders

Rhea-AI Summary

GFL Environmental (NYSE: GFL) (TSX: GFL) has announced the completion of a secondary offering involving multiple transactions. The company acquired 7,056,027 subordinate voting shares through a Secondary Offering Transaction, following exemptive relief from the Ontario Securities Commission allowing purchases of up to 38,157,045 shares until March 13, 2026.

Additionally, GFL purchased 17,050,298 subordinate voting shares from BC Partners funds on March 25, 2025, and 7,618,758 shares under its normal course issuer bid (NCIB). In total, GFL has purchased and cancelled 31,725,083 subordinate voting shares. While the company has exhausted its NCIB capacity, it maintains the ability to purchase up to 14,050,720 additional shares under the Ontario Securities Commission Order.

Positive

• Large-scale share repurchase program demonstrates confidence in company value
• Significant reduction in share count could improve earnings per share metrics
• Company maintains flexibility with remaining capacity to purchase 14,050,720 shares

Negative

• Substantial cash outflow for share repurchases could impact available capital for operations
• Complete utilization of NCIB capacity limits future buyback flexibility

VAUGHAN, ON, March 31, 2025 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today announced the closing of the previously announced secondary offering (the "Offering") by Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital, LLC and entities affiliated with HPS Investment Partners, LLC of an aggregate of 18,887,723 subordinate voting shares. GFL acquired 7,056,027 subordinate voting shares under the Offering (the "Secondary Offering Transaction") pursuant to exemptive relief received by the Company from the Ontario Securities Commission on March 13, 2025, entitling it to purchase up to 38,157,045 subordinate voting shares in certain secondary offerings until March 13, 2026 (the "Order").

On March 25, 2025, GFL also purchased 17,050,298 subordinate voting shares from funds managed by BC Partners (the "Share Repurchase Transaction"). In addition, GFL has purchased 7,618,758 subordinate voting shares under its normal course issuer bid announced on February 27, 2025 (the "NCIB"). Across the Secondary Offering Transaction, the Share Repurchase Transaction and its NCIB, GFL has purchased for cancellation a total of 31,725,083 subordinate voting shares. As a result, GFL has used all available capacity under its NCIB but still retains the ability to purchase up to 14,050,720 subordinate voting shares pursuant to the Order.

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 services through its platform of facilities throughout Canada and in 18 U.S. states. Across its organization, GFL has a workforce of more than 15,000 employees.

For more information:

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

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SOURCE GFL Environmental Inc.

FAQ

How many shares did GFL Environmental purchase in total through its recent transactions?

GFL Environmental purchased a total of 31,725,083 subordinate voting shares across three transactions: Secondary Offering Transaction, Share Repurchase Transaction, and NCIB.

What is the remaining share purchase capacity for GFL under the Ontario Securities Commission Order?

GFL can still purchase up to 14,050,720 subordinate voting shares under the Ontario Securities Commission Order valid until March 13, 2026.

Who were the selling shareholders in GFL's secondary offering?

The selling shareholders were Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital, , and entities affiliated with HPS Investment Partners,

How many shares did GFL acquire from BC Partners in March 2025?

GFL purchased 17,050,298 subordinate voting shares from funds managed by BC Partners on March 25, 2025.