GFL Environmental Inc 6-K, filed Mar 16, 2023
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on March 16, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-39240
GFL Environmental Inc.
(Translation of registrant’s name into English)
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
The following exhibit is furnished as part of this Current Report on Form 6-K.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 16, 2023 | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GFL Environmental Inc. | ||
| By: | /s/ Mindy Gilbert | |
| Name: | Mindy Gilbert | |
| Date: March 16, 2023 | Title: | Executive Vice President and Chief Legal Officer |
2
Exhibit 99.1
GFL Environmental Inc. Announces Settlement of Tangible Equity Units
VAUGHAN, ON, March 16, 2023 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL") today announced that it has satisfied its remaining obligations under its 6.00% Tangible Equity Units (“TEUs”) previously issued on March 5, 2020, in connection with its initial public offering.
Effective March 15, 2023, the purchase contracts of each outstanding TEU automatically converted into subordinate voting shares at the minimum settlement rate of 2.1940 plus cash in lieu of fractional shares. See Appendix “A” for the pro forma impact of the conversion of the purchase contracts on the outstanding subordinate voting shares as at December 31, 2022, assuming the conversion took effect as at December 31, 2022.
GFL has also made the final installment payment on the senior amortizing note portion of each TEU in full satisfaction of all principal and interest payments thereunder.
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 19,500 employees.
For more information:
|
Patrick Dovigi +1 905-326-0101 pdovigi@gflenv.com |
Appendix “A”
The following table presents the total shares outstanding as at December 31, 2022 and the pro forma effect of the conversion of the purchase contracts, assuming the conversion thereof as at December 31, 2022:
| December 31, 2022 | TEU Conversion(1) | Pro Forma December 31, 2022 | ||||||||||
| Subordinate voting shares | 331,629,917 | 25,665,433 | 357,295,350 | |||||||||
| Multiple voting shares | 11,812,964 | — | 11,812,964 | |||||||||
| Basic shares outstanding | 343,442,881 | 25,665,433 | 369,108,314 | |||||||||
| Effect of dilutive instruments | 4,540,768 | — | 4,540,768 | |||||||||
| Minimum conversion of TEUs | 25,665,433 | (25,665,433 | ) | — | ||||||||
| Series A Preferred Shares (as converted) | 27,842,293 | — | 27,842,293 | |||||||||
| Series B Preferred Shares (as converted) | 7,268,463 | — | 7,268,463 | |||||||||
| Diluted shares outstanding | 408,759,838 | — | 408,759,838 | |||||||||
| (1) | As at December 31, 2022, the minimum settlement rate for the purchase contracts was 2.1939. Effective January 18, 2023, the minimum settlement rate for the purchase contracts was 2.1940. The table above shows the conversion of the TEUs assuming the December 31, 2022 minimum settlement rate of 2.1939. |