GFL expands Western Canadian footprint with SECURE acquisition

GFL Environmental Inc. has agreed to acquire all of the issued and outstanding common shares of SECURE Waste Infrastructure Corp. for $24.75 per SECURE common share, representing an enterprise value of approximately $6.4 billion. The transaction will be completed through a combination of 80 percent in GFL subordinate voting shares and 20 percent in cash. The Transaction will be implemented through a plan of arrangement under the Business Corporations Act (Alberta).

SECURE operates a large-scale, diversified waste management platform in Western Canada and North Dakota through its vertically integrated network of assets across over 80 locations, including 12 landfills, 55 waste treatment facilities, 12 recycling facilities, 98 injection wells, and 5 transfer stations. SECURE's operations are supported by a proven management team and over 2,000 employees.

Details about the transaction

The purchase price of $24.75 per SECURE common share represents a premium of 23 percent to the volume-weighted average price of the common shares of SECURE for the 60 trading days ending April 10, 2026. Under the terms of the Transaction, SECURE common shareholders will receive, at their election, $24.75 in cash, 0.4195 of a GFL subordinate voting share, or a combination of $4.95 in cash and 0.3356 of a GFL subordinate voting share, for each SECURE common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to SECURE common shareholders will consist of 80 percent GFL subordinate voting shares and 20 percent cash.

The transaction is fully financed and is not subject to any financing conditions.

"The acquisition of SECURE will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in Western Canada, significantly enhance our scale, and expand our ability to offer customers a full suite of waste management services", said Patrick Dovigi, founder and CEO of GFL.

Mr. Dovigi continued, "The transaction reinforces GFL's goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multi-year financial targets we outlined at our Investor Day in early 2025. The high-quality portfolio of acquired assets, coupled with SECURE's strong operating margins and lower maintenance capital intensity, is expected to increase Adjusted EBITDA margin to 31.6 percent and Adjusted Free Cash Flow conversion to between 40.5 percent and 42.5 percent. The transaction is also expected to be immediately accretive to Adjusted Free Cash Flow per share by 12 percent to 15 percent. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year-end Net Leverage in the low-to-mid 3s. Additionally, the transaction increases GFL's float weighted market capitalization, which provides greater liquidity and enhances potential for broader future equity index inclusion."

"With this transaction, we have delivered to SECURE shareholders an immediate premium to market value, crystallizing the intrinsic value in our shares and delivering approximately $5.5 billion of equity value to shareholders", said Mick Dilger, Chairman of the Board of Directors of SECURE. "We have long respected how Patrick and his team have grown GFL over the years and believe that the 16 percent ownership interest that SECURE common shareholders will retain in the combined company will provide shareholders with meaningful upside as GFL continues to execute on its growth strategy."

"The transaction will combine SECURE's hard-to-replicate infrastructure network with GFL's broader platform, strengthening GFL's ability to capture more waste streams across the value chain," said Allen Gransch, president and CEO of SECURE. "We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders."

Mr. Dovigi concluded, "We are excited that Allen and SECURE's other senior management will continue to lead the business following closing as both employees and shareholders of GFL. We look forward to welcoming the over 2,000 SECURE employees to the GFL family."

The Transaction has been unanimously approved by the Board of Directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately 20 percent of the issued and outstanding SECURE common shares, together with the directors and senior officers of SECURE who collectively own approximately 2 percent of the issued and outstanding SECURE common shares, have entered into customary voting and support agreements pursuant to which they have agreed to vote all of their SECURE common shares in favor of the Transaction at a special meeting of shareholders which is expected to be held in late May 2026.