GFL Environmental Inc 6-K, filed Apr 23, 2020
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on April 23, 2020.
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 April 2020
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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
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): ¨
On April 22, 2020, GFL Environmental Inc. (the “Company”) issued Press Releases attached hereto as Exhibit 99.1 and Exhibit 99.2.
EXHIBIT INDEX
The following exhibits are furnished as part of this Current Report on Form 6-K:
|
Exhibit Number |
Description |
| 99.1 | Press Release, dated April 22, 2020 |
| 99.2 | Press Release, dated April 22, 2020 |
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 | ||
| Title: | Executive Vice President and General Counsel | ||
Date: April 22, 2020
Exhibit 99.1
GFL ENVIRONMENTAL INC. announces
proposed private offering of
Senior SECURED Notes
VAUGHAN, ONTARIO (April 22, 2020) – GFL Environmental Inc. (NYSE: GFL, TSX: GFL) (“GFL”) today announced that it is planning to commence, subject to market and other conditions, a private offering of US$400 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”). GFL intends to use the net proceeds from the offering of the Notes (the “Notes Offering”) for general corporate purposes, including future acquisitions.
The Notes being offered by GFL in the Notes Offering have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.
This release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
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 12,000 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 Information
This release may contain forward-looking information including, but not limited to, the potential for an offering and issuance of the Notes by GFL and the use of proceeds therefrom. Such forward-looking information is based on certain assumptions and analysis made by GFL in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. 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. However, whether actual results, performance or achievements will conform to GFL’s expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from GFL’s expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by GFL in connection with the Notes Offering. 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.
For further information, please contact:
|
Patrick Dovigi Founder, President and Chief Executive Officer +1 905-326-0101 pdovigi@gflenv.com |
Exhibit 99.2
GFL ENVIRONMENTAL PRICES UPSIZED offering of
Senior SECURED NOTES
VAUGHAN, ONTARIO (April 22, 2020) – GFL Environmental Inc. (NYSE: GFL, TSX: GFL) (“GFL”) today announced the pricing of US$500 million in aggregate principal amount of 4.250% senior secured notes due 2025 (the “Notes”) in a transaction that was significantly oversubscribed. The offering was upsized by US$100 million over the previously announced offering size of US$400 million. GFL intends to use the net proceeds from the offering of the Notes (the “Notes Offering”) for general corporate purposes, including future acquisitions.
The Notes being offered by GFL in the Notes Offering have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.
This release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
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 12,000 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 Information
This release may contain forward-looking information including, but not limited to, the potential for an offering and issuance of the Notes by GFL and the use of proceeds therefrom. Such forward-looking information is based on certain assumptions and analysis made by GFL in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. 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. However, whether actual results, performance or achievements will conform to GFL’s expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from GFL’s expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by GFL in connection with the Notes Offering. 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. For further information, please contact:
|
Patrick Dovigi Founder, President and Chief Executive Officer +1 905-326-0101 pdovigi@gflenv.com |