GFL Environmental Inc. Prices US$2.2 Billion IPO and Concurrent Offering of Tangible Equity Units

TORONTO, March 3, 2020 /CNW/ - GFL Environmental Inc. ("GFL") announced the pricing of its initial public offering of 75,000,000 subordinate voting shares, which includes 1,638,158 subordinate voting shares to be sold by a selling shareholder, at a price to the public of US$19.00 (or C$25.33) per share and its concurrent offering of 15,500,000 of its 6.00% tangible equity units ("Units"), with a stated amount of US$50.00 (or C$66.67) per Unit. GFL has granted the underwriters in the subordinate voting share offering a 30-day option to purchase up to an additional 11,250,000 subordinate voting shares at the initial public offering price less underwriting discounts and commissions to cover over-allotments, if any. GFL has also granted the underwriters in the Unit offering a 13-day option to purchase up to an additional 2,325,000 Units at the public offering price less underwriting discounts and commissions to cover over-allotments, if any. The offerings are expected to close on March 6, 2020, subject to the satisfaction of customary closing conditions.

GFL's subordinate voting shares are expected to begin trading on the New York Stock Exchange and the Toronto Stock Exchange on an "if, as and when issued basis" on March 3, 2020 under the symbol "GFL". The Units are expected to begin trading on an "if, as and when issued" basis on the New York Stock Exchange on March 3, 2020 under the symbol "GFLU".

Each Unit will consist of a prepaid stock purchase contract and a senior amortizing note due March 15, 2023. Unless earlier settled, each stock purchase contract will automatically settle on March 15, 2023 (subject to postponement in limited circumstances) for between 2.1930 and 2.6316 subordinate voting shares per purchase contract, subject to adjustment, based on the applicable market value of the subordinate voting shares, as described in the prospectuses relating to the Unit offering. On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, GFL will pay equal quarterly cash installments of US$0.75 per amortizing note (except for the June 15, 2020 installment payment, which will be US$0.825 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate per year will be equivalent to 6.00% per year with respect to each US$50 stated amount of Units. Each amortizing note will have an initial principal amount of US$8.5070 (or C$11.3424) and bear interest at a rate of 4.00% per year. The amortizing notes will be unsecured senior obligations of GFL.

GFL will receive aggregate net proceeds from the offerings of approximately US$2,086.1 million (or C$2,781.4 million) after deducting underwriting discounts and commissions and estimated offering expenses payable by it. GFL intends to use the net proceeds from the offerings to redeem all of its outstanding 5.625% senior notes due 2022, all of its outstanding 5.375% senior notes due 2023, US$270.0 million aggregate principal amount of its 7.000% senior notes due 2026 and US$240.0 million aggregate principal amount of its 8.500% senior notes due 2027, to pay related fees, premiums and accrued and unpaid interest on such notes and to repay indebtedness outstanding under its credit agreements. Any remaining net proceeds will be used for general corporate purposes, including stengthening its balance sheet by paying down additional indebtedness and/or funding its growth strategies, including future acquisitions. GFL will not receive any of the proceeds from the sale of subordinate voting shares by the selling shareholder.

J.P. Morgan, BMO Capital Markets, Goldman Sachs & Co. LLC, RBC Capital Markets and Scotiabank are acting as joint lead book-running managers for the offerings. Barclays, BC Partners, Raymond James, Stifel and TD Securities Inc. are acting as joint book-running managers for the offerings. BofA Securities, CIBC Capital Markets, HSBC and National Bank Financial Inc. are acting as co-managers for the offerings.

A registration statement on Form F-1, including separate prospectuses, relating to these securities was declared effective by the U.S. Securities and Exchange Commission on March 2, 2020. GFL has obtained a receipt for separate final base PREP prospectuses filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. The securities may only be sold pursuant to the registration statement and prospectuses and final base PREP prospectuses, as applicable.

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

Each offering will be made only by means of a prospectus relating to such offering. Copies of each prospectus and/or final base PREP prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or J.P. Morgan Securities Canada Inc., Suite 4500, TD Bank Tower, 66 Wellington Street West, Toronto, ON M5K 1E7 or by telephone: Canada Sales 416-981-9233; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, or by telephone at 1-800-414-3627 or by email at [bmoprospectus@bmo.com](mailto: bmoprospectus@bmo.com ) or BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at 1-905-791-3151 Ext 4312 or by email at [torbramwarehouse@datagroup.ca](mailto: torbramwarehouse@datagroup.ca); Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone: 1-866-471-2526, or by facsimile: 212-902-9316 or by emailing [Prospectus-ny@ny.email.gs.com](mailto: Prospectus-ny@ny.email.gs.com ) or Goldman Sachs Canada Inc., TD North Tower, 77 King Street West Suite 3400, Toronto, ON M5K 1B7; RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at 1-877-822-4089, or by email at [equityprospectus@rbccm.com](mailto: equityprospectus@rbccm.com ) or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attn: Distribution Centre, or via telephone: 1-416-842-5349, or via email at [Distribution.RBCDS@rbccm.com](mailto: Distribution.RBCDS@rbccm.com ); Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at [equityprospectus@scotiabank.com](mailto: equityprospectus@scotiabank.com ) or Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 64th Floor, 40 King Street West, M5H 3Y2, Toronto, Ontario, or by telephone at 1-416-863-7704 or by email at [equityprospectus@scotiabank.com](mailto: equityprospectus@scotiabank.com ).

Canadian dollar denominated amounts referred to in this release are calclated based upon an exchange rate of US$1.00 = C$1.3333.

About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services through its platform of facilities throughout Canada and in 23 states in the United States. Across its organization, GFL has a workforce of more than 11,500 employees and provides its broad range of environmental services to more than 135,000 commercial and industrial customers and its solid waste collection services to more than 4 million households.

Forward Looking Statements

This release includes certain disclosures which contain "forward-looking statements." You can identify forward-looking statements because they contain words such as "believes" and "expects." Forward-looking statements are based on GFL's current expectations and assumptions. Because forward-looking statements are related to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in GFL's registration statement on Form F-1 and final base PREP prospectuses, in each case, as amended from time to time, under the caption "Risk Factors." Any forward-looking statement in this release speaks only as of the date of this release. GFL undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

SOURCE GFL Environmental Inc.

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