GFL Environmental Inc 6-K, filed Sep 28, 2021
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on September 28, 2021.
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 September 2021
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 September 24, 2021, GFL Environmental Inc. (the “Company”) completed its previously announced offering of US$250.0 million in aggregate principal amount of 4.000% Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of November 23, 2020 (the “Base Indenture”), among the Company, the guarantors from time to time party thereto and Computershare Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of December 30, 2020, the Second Supplemental Indenture, dated as of January 28, 2021, the Third Supplemental Indenture, dated as of June 10, 2021, the Fourth Supplemental Indenture, dated as of July 29, 2021 and the Fifth Supplemental Indenture, dated as of September 24, 2021, among the Company, the guarantors party thereto and the Trustee (the Base Indenture, as so amended and supplemented, the “Indenture”).
The maturity date of the Notes is August 1, 2028. The Notes were offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.
The information provided herein is qualified in its entirety by the terms of the Indenture and Notes. A copy of the Indenture (including the form of Notes) and the Fifth Supplemental Indenture are furnished as Exhibits 4.1 and 4.2, respectively, hereto, and are incorporated herein by reference.
EXHIBIT INDEX
The following exhibits are furnished as part of this Current Report on Form 6-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: September 28, 2021
Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 24, 2021, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the guarantors party hereto (each, a “Guarantor”, collectively, the “Guarantors”) and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of November 23, 2020, among the Issuer, the Guarantors named therein and the Trustee (as amended, supplemented or otherwise modified from time to time, including by the First Supplemental Indenture, dated as of December 30, 2020, the Second Supplemental Indenture, dated as of January 28, 2021, the Third Supplemental Indenture, dated as of June 10, 2021, and the Fourth Supplemental Indenture, dated as of July 29, 2021, the “Indenture”), relating to the 4.000% Senior Notes due 2028 (the “Notes”) of the Issuer;
WHEREAS, pursuant to Section 2.2 of the Indenture, Additional Notes may be issued from time to time under the Indenture, in each case upon an Issuer Order, and such Additional Notes and the Initial Notes will be treated as a single class for all purposes under the Indenture;
WHEREAS, the Issuer and the Guarantors have authorized the execution and delivery of this Supplemental Indenture for the purpose of issuing US$250,000,000 in aggregate principal amount of Additional Notes (the “New Notes”);
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the Trustee and the Guarantors are authorized to execute and deliver this Supplemental Indenture to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture without notice to or consent of any Holder.
WHEREAS, the Trustee in entering into this Supplemental Indenture is entitled to rely upon the Officer’s Certificate and an Opinion of Counsel, each of which has been provided to the Trustee; and
NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Issue of New Notes. As of the date hereof, the Issuer shall issue the New Notes pursuant to this Supplemental Indenture. The New Notes issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.2 and subject to Section 4.3 of the Indenture and shall be consolidated with and form a single class with the Initial Notes previously established pursuant to the Indenture. The New Notes shall have the same terms and conditions in all respects as the Initial Notes, except that the issue date of the New Notes shall be September 24, 2021, the issue price shall be 100.000% of the aggregate principal amount thereof plus accrued and unpaid interest from and including August 1, 2021 and the first interest payment date shall be February 1, 2022. The New Notes issued in the form of Global Notes will be issued under the same CUSIP/ISIN numbers as the Initial Notes (except that New Notes issued pursuant to Regulation S under the Securities Act will trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the New Notes and thereafter, subject to the terms hereof). The aggregate principal amount of the New Notes that may be authenticated and delivered pursuant to this Supplemental Indenture shall be US$250,000,000. Promptly following the termination of 40 days following the issue date of the New Notes, the Issuer shall cause the beneficial interests in New Notes in the form of Regulation S Global Notes to be exchanged for beneficial interests in the Initial Note Regulation S Global Note (CUSIP: C39217 AP6) pursuant to the Applicable Procedures. The Issuer shall deliver to the Trustee an Issuer Order to process such mandatory exchange, along with an Officer’s Certificate and Opinion of Counsel.
3. Authentication and Delivery of New Notes. As of the date hereof, the Issuer will issue, and the Trustee, pursuant to an Issuer Order delivered in connection therewith, is directed to authenticate and deliver, the New Notes under the Indenture, substantially in the form of Exhibit A to the Indenture.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NEW NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the protections, liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
2
9. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. The Issuer and each Guarantor hereby consent to the terms of this Supplemental Indenture and the New Notes, including, without limitation, all additional Obligations resulting therefrom. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
[Signature pages follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.
| GFL ENVIRONMENTAL INC. | ||
| By: | /s/ Patrick Dovigi | |
| Name:Patrick Dovigi | ||
| Title: President and Chief Executive Officer | ||
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| By: | /s/ Patrick Dovigi | ||
| Name: | Patrick Dovigi | ||
| Title: | Authorized Person | ||
| COMPUTERSHARE TRUST COMPANY, N.A., as Trustee |
| By: | /s/ Jerry Urbanek | ||
| Name: | Jerry Urbanek | ||
| Title: | Corporate Trust Manager, Trust Officer | ||