GFL Environmental Inc. Announces $5.125 Billion Recapitalization with New Investors led by BC Partners and OTPP

TORONTO, Canada – April 22, 2018 – GFL Environmental Inc. (“GFL” or the “Company”) and investors led by BC Partners (“BC Partners”), including Ontario Teachers’ Pension Plan (“Ontario Teachers’”) and others, jointly announced today their agreement to recapitalize GFL Environmental Holdings Inc. The transaction implies a total GFL enterprise value of approximately $5.125 billion, making GFL one of the largest environmental services companies in North America.

In connection with the transaction, Patrick Dovigi, Founder and CEO, will maintain his role and leadership of GFL, as well as significant ownership in the Company, while the investors will acquire the interests of current partners including funds managed or associated with HPS Investment Partners, Macquarie Infrastructure Partners III and Hawthorn Equity Partners.

GFL is one of the fastest growing North American providers of diversified environmental solutions. It provides services in solid waste management, liquid waste management and infrastructure management. Through its network of more than 140 facilities across Canada and in Michigan, GFL provides cost-effective waste management solutions that encourage greater environmental responsibility. GFL’s team of more than 5,000 employees provides local services to more than 2.5 million households under municipal contacts and to more than 60,000 industrial, commercial and institutional customers.

Mr. Dovigi, on behalf of GFL, said "today is a very important milestone for the next phase of growth of GFL. From our humble beginnings in 2007 with 8 employees to having now grown to a workforce of over 5,000 in both Canada and the United States, the last 10 years have been nothing short of remarkable. The signing of this transaction reflects the hard work and dedication of each and every one of our employees whose tireless efforts make GFL what it is today. Without them, our continued success would not be possible."

Mr. Dovigi added, "BC Partners and Ontario Teachers’ tick all the boxes for us at GFL. Having founded the company, it was very important to me to find partners that shared the same principles, values and vision, along with having significant capital to fund our ambitious growth plans. I would like to thank HPS Investment Partners, Macquarie Infrastructure Partners and Hawthorn Equity Partners for their support of GFL during the past years."

Paolo Notarnicola, Senior Partner, who led the investment said: "BC Partners is excited to be partnering with Patrick and his high quality management team. Our goal is to provide the capital and strategic support necessary for the continuation of their remarkable growth story." Raymond Svider, Managing Partner and co-Chairman of BC Partners, added: "We look forward to a close collaboration with GFL and our partners at Ontario Teachers as an important part of our long-term strategy to grow in the Canadian marketplace."

"GFL is an exceptional Canadian success story led by a proven management team. We expect this partnership with GFL and our partners at BC Partners to create significant value for our stakeholders," said Jane Rowe, Senior Managing Director, Private Capital at Ontario Teachers' Pension Plan.

The transaction is expected to close by June 30, 2018. Scotiabank acted as financial advisor to BC Partners in Canada with Citi in the United States. Citigroup Global Markets Inc. also provided committed financing for the transaction. RBC Capital Markets, CIBC World Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets and Barclays Capital Canada acted as financial advisor to GFL. Stikeman Elliott LLP and Cleary Gottleib Steen &Hamilton LLP are legal advisors to GFL, while Osler, Hoskin & Harcourt LLP and Simpson Thacher & Bartlett LLP provided legal advice to the investors.

About BC Partners

BC Partners is a leading international investment firm with over €17 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buy-out market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe.

Since inception, BC Partners has completed 101 private equity investments in companies with a total enterprise value of €124 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com.

About Ontario Teachers’

The Ontario Teachers' Pension Plan (Ontario Teachers') is Canada's largest single-profession pension plan, with C$180.5 billion in net assets at 30 June 2017. It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an annualized gross rate of return of 10.1% since the Plan's founding in 1990. Ontario Teachers' is an independent organization headquartered in Toronto. Its Asia-Pacific region office is located in Hong Kong and its Europe, Middle East & Africa region office is in London. The defined-benefit plan, which is fully funded, invests and administers the pensions of the province of Ontario's 318,000 active and retired teachers. For more information, visit otpp.com and follow us on Twitter @OtppInfo.

About GFL

GFL, headquartered in Toronto, ON, is a diversified environmental services company providing a comprehensive line of solid waste, infrastructure & soil remediation, and liquid waste management services through its platform of facilities across Canada and in Southeastern Michigan. GFL has a workforce of more than 5,000 employees and provides its broad range of environmental services to more than 60,000 commercial and industrial customers and its solid waste collection services to more than 2.5 million households.

Forward-Looking Information

This release may contain forward-looking information including but not limited to the proposed recapitalization of GFL by investors including BC Partners, Ontario Teachers’ and others. Such forward-looking information is based on certain assumptions and analysis made by GFL in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to GFL's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from GFL's expectations.