Exchange Bulletin
GFL Environmental Inc. (GFL) To Trade On Toronto Stock Exchange
March 4, 2020
| Issuer: | GFL Environmental Inc. (the "Company") |
| Security: | Subordinate voting shares ("Shares") |
| Symbol: | GFL |
| Issue price per security: | US$19.00 |
| Number of securities issued and outstanding: | 314,357,791 (assuming no exercise of over-allotment option) |
| Number of securities reserved for issuance: | 102,863,310 |
| Listing category: | Industrial, Exempt |
| Trading currency: | CDN $ |
| Transaction: | Initial public offering of Shares (the "Offering") |
| Listing date: | March 4, 2020 (as at 5:01 p.m.) in anticipation of closing of the Offering |
| Anticipated closing date: | March 5, 2020 (prior to the opening) |
| Posted for trading date: | March 5, 2020 (at the opening) subject to confirmation of closing of the Offering |
| End of trading on an "if, as and when issued" basis: | The Shares commenced trading on TSX on an "if, as and when issued" basis on Tuesday, March 3, 2020. Subject to the closing of the Offering occurring as scheduled prior to the opening of business on Thursday, March 5, 2020, trading on an "if, as and when issued" basis will conclude at the close of business on Wednesday, March 4, 2020, unless the closing of the Offering has been delayed. Upon closing of the Offering, a further TSX Bulletin will be issued to confirm that trading on an "if, as and when issued" basis has concluded. |
| Other market(s): | New York Stock Exchange |
| Designated market maker: | Citadel Securities Canada ULC |
| Security ownership registration: | Non-certificated inventory system administered by CDS |
| Investor relations: | Mindy Gilbert (905) 326-0101, Ext. 60372 Email: mgilbert@gflenv.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a diversified environmental services company in North America offering services including non-hazardous solid waste management, infrastructure and soil remediation, and liquid waste management. |
| Transfer agent and registrar: | Computershare Investor Services Inc. at its principal offices in Toronto |
| Dividends: | Subject to applicable law, results of operations, financial condition, earnings, capital requirements, contractual obligations under the Credit Agreements and other agreements governing current and future indebtedness and other factors that the board of directors deems relevant, it is the intention of the board of directors to declare quarterly cash dividends following closing of the Offering. It is expected that future cash dividend payments will be made to shareholders of record as of the close of business on the last business day of each fiscal quarter or such other dates as the board of directors may determine. The first dividend that would be payable to investors in this Offering would be the dividend for the period beginning on the closing of this Offering and ending on March 31, 2020. The Company expects the first dividend would be equal to an aggregate amount of approximately US$3.2 million (or approximately US$0.01 per Share and US$0.01 per multiple voting share). |
| Sponsorship: | Waived |
| Disclosure document: | Final base PREP prospectus dated March 2, 2020 and supplemented PREP prospectus dated March 2, 2020, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial public offering: | Pursuant to the terms of the Prospectus, J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Raymond James Ltd., Stifel Nicolaus Canada Inc., TD Securities Inc., Merrill Lynch Canada Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc. (in Canada) and J.P. Morgan Securities LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets LLC and Scotia Capital (USA) Inc., Barclays Capital Inc., BC Partners Securities LLC, Raymond James & Associates, Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, BofA Securities, Inc., CIBC World Markets Corp. and National Bank Financial (in United States), in each case on behalf of a syndicate of underwriters, are offering to the public approximately 73,361,842 Shares from treasury and 1,638,158 Shares on a secondary basis from Josaud II Holdings Inc. at a price of US$19 per Share (the "Offering Price"), for gross proceeds of approximately US$1.4 billion to the Company (assuming the over-allotment option is not exercised). In addition, the Company has granted to the underwriters an over-allotment option pursuant to which the underwriters may purchase up to an additional 15% of the treasury offering and secondary offering at the Offering Price. |
| Additional information: | See also TSX Bulletins 2020-0157 and 2020-0165 respectively dated March 2, 2020 and March 3, 2020. |
| TSX contact: | Chris Birkett, Director, Toronto Stock Exchange |
