GFL Environmental Inc. has announced the launch of its initial public offering of 73,170,733 subordinate voting shares and its concurrent offering of 14,000,000 tangible equity units, with a stated amount of US$50.00 (or C$66.67) per unit.
In each case, pursuant to a registration statement filed with the Securities and Exchange Commission and an amended and restated preliminary base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada. The initial public offering price for the subordinate voting shares is expected to be valued between US $20.00 and US $21.00 (or C$26.66 and $28.00) per share.
GFL expects to grant the underwriters in the subordinate voting share offering a 30-day option to purchase up to an additional 10,975,609 subordinate voting shares to cover over-allotments, if any. GFL also expects to grant the underwriters in the Unit offering a 13-day option to purchase up to an additional 2,100,000 Units to cover over-allotments, if any.
The subordinate voting shares have been approved for listing on the New York Stock Exchange under the symbol "GFL" and have been conditionally approved for listing on the Toronto Stock Exchange under the symbol "GFL". GFL has applied to list the Units on the New York Stock Exchange under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units.
GFL intends to use the net proceeds from the offering to redeem all of its outstanding 5.625% senior notes due 2022, all of its 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 acquisitions.
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 proposed offering. Barclays, BC Partners, Raymond James, Stifel and TD Securities Inc. are acting as joint book-running managers for the proposed offering. BofA Securities, CIBC Capital Markets, HSBC and National Bank Financial Inc. are acting as co-managers for the proposed offering.
A registration statement, including separate prospectuses, which is preliminary and subject to completion, relating to these securities has been filed on Form F-1 with the U.S. Securities and Exchange Commission (the "SEC") but has not yet become effective. Each preliminary base PREP prospectus contains important information relating to the subordinate voting shares, or the Units, as applicable, and is still subject to completion or amendment. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective and a receipt for the final base PREP prospectuses has been issued by the Canadian Regulators, and, even then, the securities may only be sold pursuant to the registration statement and final prospectuses and final base PREP prospectuses, as applicable. Each offering will be made only by means of a prospectus relating to such offering.
Canadian dollar denominated amounts referred to in this release are calculated based upon an exchange rate of US$1.00 = C$1.333.
