GFL Environmental Inc. Announces Secondary Offering of 17,000,000 Subordinate Voting Shares by Selling Shareholders

Rhea-AI Summary

GFL Environmental Inc. announces the intention of Selling Shareholders to offer 17,000,000 subordinate voting shares for sale. The Company will not receive any proceeds from the Offering. RBC Capital Markets, LLC and RBC Dominion Securities Inc. will act as underwriters for the Offering. The Shares will be offered in all provinces and territories of Canada by way of a Prospectus Supplement to the Company's Base Shelf Prospectus.

Financial Analyst

The announcement by GFL Environmental Inc. regarding the secondary offering of 17 million subordinate voting shares by certain shareholders is a significant event in the capital markets. This type of transaction typically does not directly affect the company's financials, as it does not receive any proceeds from the sale. However, it can impact the stock's liquidity and market perception.

From a financial perspective, the increase in the number of shares available for trading can lead to greater stock liquidity. This can be beneficial for existing shareholders who may seek to trade the stock. Conversely, such offerings can dilute the ownership of current shareholders and may lead to short-term price volatility as the market absorbs the additional share supply.

Investors should also consider the potential reasons behind the Selling Shareholders' decision to offload a significant stake. It could be interpreted as a lack of confidence in the company's future prospects, or simply a strategic move to realize gains or diversify holdings. The market's reaction to this offering will depend on investor sentiment and the perceived value of GFL's stock.

Market Research Analyst

The sale of a large block of shares by major investors in GFL Environmental Inc. can serve as a bellwether for industry trends. Investors often look at such transactions to gauge the appetite for environmental services stocks. If the offering is well-received, it could indicate a robust market for similar stocks, potentially attracting more investors to the sector.

On the other hand, if the market reacts negatively, it could reflect broader concerns about the sector's growth potential or profitability. This offering may also influence the valuations of peer companies, as market participants reassess the comparative investment appeal within the environmental services industry.

It is important to monitor the performance of this offering as it could set a precedent for future equity transactions within the industry. The role of RBC Capital Markets as underwriter is noteworthy, as their involvement suggests a level of confidence in the transaction's success, given their reputation and expertise in capital markets.

Legal Expert

The legal implications of a secondary share offering are multifaceted. GFL Environmental Inc.'s compliance with the multi-jurisdictional disclosure system between Canada and the United States signifies adherence to regulatory standards that govern cross-border securities offerings. This system is designed to streamline the process for companies that are listed in both countries.

Investors should be aware that the securities regulatory authorities have not approved or disapproved the contents of the news release, which is a standard disclaimer indicating that the authorities do not endorse the investment quality of the securities. The mention of the registration statement on Form F-10 with the SEC is crucial as it provides investors access to detailed information about the offering and the company's financials.

Prospective investors are advised to review the Base Shelf Prospectus and Prospectus Supplement thoroughly to understand the risks and rights associated with subordinate voting shares. These documents will contain important information about the terms of the shares, the company's financial condition and the risks of investing in the offering.

VAUGHAN, ON, Feb. 28, 2024 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today announced that BCEC GFL Borrower (Cayman) LP, Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital, LLC, and entities affiliated with HPS Investment Partners, LLC (collectively, the "Selling Shareholders") intend to offer for sale 17,000,000 subordinate voting shares (the "Shares"). GFL will not receive any proceeds from the sale of the Shares (the "Offering"). RBC Capital Markets, LLC and RBC Dominion Securities Inc. will act as underwriters for the Offering in the United States and Canada, respectively.

The Shares issued pursuant to the Offering will be offered in all provinces and territories of Canada by way of a prospectus supplement (the "Prospectus Supplement") to the Company's short form base shelf prospectus (the "Base Shelf Prospectus"). The Company has filed a registration statement on Form F-10 (the "Form F-10") and will file the Prospectus Supplement with the U.S. Securities and Exchange Commission (the "SEC") in accordance with the multi-jurisdictional disclosure system established between Canada and the United States.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Prospective investors should read the Base Shelf Prospectus, the Prospectus Supplement, when available, and the documents incorporated by reference therein before investing in the Shares. When available, these documents may be accessed for free on SEDAR+ at www.sedarplus.ca.

GFL has filed the Form F-10 registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, copies of the prospectus and Prospectus Supplement relating to the Offering may be obtained, when available, upon request from RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention: Distribution Centre, or via telephone: 1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com.

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 20,000 employees.

Forward Looking Statements

This news release includes certain "forward-looking statements" within the meaning of applicable securities laws, including statements relating to the proposed Offering. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the factors described in the "Risk Factors" section of GFL's annual information form for the 2023 fiscal year filed on Form 40-F and GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

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SOURCE GFL Environmental Inc.

What is GFL Environmental Inc. announcing?

GFL Environmental Inc. announces the intention of Selling Shareholders to offer 17,000,000 subordinate voting shares for sale.

Will GFL receive any proceeds from the Offering?

No, GFL will not receive any proceeds from the sale of the Shares.

Who will act as underwriters for the Offering?

RBC Capital Markets, LLC and RBC Dominion Securities Inc. will act as underwriters for the Offering.

In which regions will the Shares be offered?

The Shares will be offered in all provinces and territories of Canada.

Where can prospective investors access the necessary documents before investing in the Shares?

Prospective investors should read the Base Shelf Prospectus, the Prospectus Supplement, and the documents incorporated by reference therein before investing in the Shares. These documents may be accessed for free on SEDAR+ at www.sedarplus.ca.