GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes

Rhea-AI Summary

GFL Environmental (NYSE: GFL) announced a proposed private offering of US$1.0 billion aggregate principal amount of senior notes due 2034, to be issued by a U.S. subsidiary and guaranteed by GFL and certain subsidiaries.

Proceeds are intended to repay amounts drawn on the revolving credit facility and for general corporate purposes. GFL said the offering is expected to be leverage neutral and have an immaterial impact on its borrowing rate, consistent with maintaining leverage in the low-to-mid 3.0x range. Notes will be offered to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S.

Positive

• US$1.0B notes target refinancing of revolver draws
• Offering structured to be leverage neutral
• Notes guaranteed by parent and certain subsidiaries

Negative

• Private offering may limit liquidity for retail investors
• Notes unregistered in U.S.; sale limited to qualified buyers

News Market Reaction – GFL

-0.77%

1 alert

-0.77% News Effect

On the day this news was published, GFL declined 0.77%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Senior notes size: US$1 billion Maturity year: 2034 Leverage target: low-to-mid 3.0x +4 more

7 metrics

Senior notes size US$1 billion Aggregate principal amount of senior notes due 2034

Maturity year 2034 Maturity of proposed senior notes

Leverage target low-to-mid 3.0x Company’s stated leverage range commitment

Securities Act year 1933 U.S. Securities Act referenced for registration status

Current price $42.69 Price before news; near 52-week low of $41.29

52-week high $52.00 Stock trading about 17.9% below this level

Market cap $14,787,815,330 Equity value prior to notes offering announcement

Market Reality Check

Price: $43.84 Vol: Volume 1,212,429 is below...

low vol

$43.84 Last Close

Volume Volume 1,212,429 is below the 20-day average of 1,833,547 (relative volume 0.66). low

Technical Shares are trading below the 200-day MA at 47.23 and about 17.9% under the 52-week high of 52.

Peers on Argus

GFL is up 0.45% while peers show mixed performance: CLH up 1.02%, WCN down 0.17%...

GFL is up 0.45% while peers show mixed performance: CLH up 1.02%, WCN down 0.17%, RSG down 0.85%, WM down 1.3%, CWST roughly flat. This points to a stock-specific move around the notes offering news rather than a broad waste-management sector trend.

Historical Context

5 past events · Latest: Jan 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 02	Quarterly dividend	Positive	-0.2%	Declared Q4 2025 cash dividend of US$0.0154 per share.
Nov 21	Secondary offering	Negative	-2.3%	Pricing of secondary share offering and issuer share repurchase.
Nov 05	Earnings & guidance	Positive	+0.0%	Q3 2025 beat with higher guidance and leverage target reaffirmed.
Oct 08	Earnings date set	Neutral	+0.9%	Announced timing for Q3 2025 results and investor call.
Oct 02	Quarterly dividend	Positive	+0.3%	Declared Q3 2025 dividend of US$0.0154 per share.

Pattern Detected

Recent news shows mixed reactions: positive items like dividends and guidance sometimes saw flat or negative moves, while an equity-related offering drew a clearer negative reaction.

Recent Company History

Over the last several months, GFL has balanced capital returns, growth, and balance sheet actions. It declared recurring quarterly dividends of US$0.0154 per share on Oct 2, 2025 and again for Q4 2025 on Jan 2, 2026. On Nov 5, 2025, GFL reported strong Q3 2025 results and raised full-year 2025 guidance, targeting net leverage in the low-to-mid 3.0x range. A secondary share offering on Nov 21, 2025 led to a sharper negative price move, highlighting sensitivity to equity-related transactions compared to routine dividends and earnings dates.

Market Pulse Summary

This announcement details a planned private offering of US$1 billion in senior notes due 2034, guara...

Analysis

This announcement details a planned private offering of US$1 billion in senior notes due 2034, guaranteed by GFL and certain subsidiaries. Proceeds are earmarked to repay the revolving credit facility and for general corporate purposes, with management stating the deal should be leverage neutral and have an immaterial effect on borrowing costs. Investors may track execution against the low-to-mid 3.0x leverage goal and how added liquidity supports the 2026 growth strategy.

Key Terms

senior notes, revolving credit facility, rule 144a, regulation s, +1 more

5 terms

senior notes financial

"a private offering (the "Notes Offering") of US$1 billion in aggregate principal amount of senior notes due 2034"

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.

private placement financial

"In Canada, the Notes are to be offered and sold on a private placement basis"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

AI-generated analysis. Not financial advice.

VAUGHAN, ON, Jan. 13, 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$1 billion in aggregate principal amount of senior notes due 2034 (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.

Following the successful execution of the Company's capital allocation strategy in 2025, GFL intends to use the proceeds from the Notes Offering to repay amounts drawn on its revolving credit facility and for general corporate purposes, with a view to maximizing its available liquidity to execute on its growth strategy in 2026 and beyond. The Notes Offering is expected to have an immaterial impact on the Company's borrowing rate and to be leverage neutral, consistent with the Company's commitment to maintain leverage in the low-to-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 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.

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, 2024 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

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SOURCE GFL Environmental Inc.

FAQ

What is GFL (NYSE: GFL) offering in January 2026?

GFL is proposing a private offering of US$1.0 billion in senior notes due 2034.

How will GFL use proceeds from the US$1.0B notes offering?

Proceeds are intended to repay amounts drawn on GFL's revolving credit facility and for general corporate purposes.

Will the GFL notes offering change the company’s leverage target?

GFL expects the offering to be leverage neutral and to maintain leverage in the low-to-mid 3.0x range.

Who can buy the GFL senior notes offered in 2026?

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

Will the US$1.0B notes be registered under the U.S. Securities Act?

No; the notes have not been and will not be registered under the Securities Act and rely on exemptions.