GFL Environmental Announces Closing of Merger with Waste Industries

VAUGHAN, ON, Nov. 15, 2018 – GFL Environmental Inc. (GFL) announced today that it has completed the previously announced merger with Waste Industries, which was valued at an enterprise value of US$2.825 billion.

Waste Industries is a vertically integrated provider of non-hazardous solid waste collection, transfer, recycling, and disposal services, with operations in North Carolina, South Carolina, Georgia, Colorado, Tennessee, Virginia, Maryland, Pennsylvania and Delaware. Together with Waste Industries, GFL is the largest private environmental services company in North America, with operations in all Canadian provinces, except Prince Edward Island, and in 20 states in the United States.

The merger was financed in part through an additional equity investment from GFL’s current consortium of investors led by affiliates of BC Partners, Ontario Teachers’ Pension Plan, certain shareholders of GFL, including Mr. Patrick Dovigi, and from rollover investors of Waste Industries, including the founding Poole family and HPS Investment Partners. Additional debt financing for the merger was provided through GFL’s Second Amended and Restated Term Loan B Facility.  Upon completion of the merger, Ven Poole, the former chairman and CEO of Waste Industries, joined GFL’s Board of Directors.

Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP acted as legal advisors to GFL. Latham & Watkins LLP and Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Waste Industries. Lee Lloyd advised the Poole family. Barclays Bank, BMO Capital Markets and Royal Bank of Canada are Joint Lead Arrangers and Joint Bookrunners under the Term Loan B Facility.

About GFL

GFL, headquartered in Vaughan, Ontario, is a diversified environmental services company providing a comprehensive line of solid waste, infrastructure and soil remediation and liquid waste management services through its platform of facilities across Canada and the United States. As a result of the merger, GFL now has a workforce of more than 9,000 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. 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. 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.

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