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 November 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
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or 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 November 29, 2023, GFL Environmental Inc. (the “Company”)
issued the Press Release attached hereto as Exhibit 99.1.
On November 29, 2023, the Company issued the Press Release attached
hereto as Exhibit 99.2.
On November 29, 2023, the Company issued the Press Release attached hereto as Exhibit 99.3.
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,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GFL Environmental Inc. |
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By: |
/s/ Mindy Gilbert |
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Name: |
Mindy Gilbert |
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Title: |
Executive Vice President and Chief Legal Officer |
Date: November 30, 2023
Exhibit 99.1
GFL Environmental Inc. Announces Proposed Private Offering of Senior
Secured Notes
VAUGHAN, ON, November 29, 2023 – 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$700 million in aggregate principal amount of senior secured notes due 2030 (the “Notes”).
GFL intends to use the net proceeds from the offering of the Notes (the “Notes Offering”) to repay outstanding borrowings
under its Term Loan A Facility and a portion of its Revolving Credit Facility. GFL is opportunistically pursuing the Notes Offering with
a view to moving more of its debt from floating to fixed interest rates, extending maturities and providing greater flexibility for future refinancings.
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 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 20,000 employees.
Forward-Looking Information
This release includes certain "forward-looking
statements", including statements relating to the potential for an offering and issuance of the Notes by GFL and the use of proceeds
therefrom. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking
terminology such as "plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates"
or "does not anticipate" or "believes", or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might", "will" or "will be taken",
"occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding
future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates
that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances
that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results
to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the "Risk
Factors" section of GFL’s annual information form for the year ended December 31, 2022 and GFL's other periodic filings
with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors
are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully.
There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement,
except as required by applicable securities laws.
For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com |
Exhibit 99.2
GFL Environmental Inc. Provides Update on 2024 Capital Allocation
Strategy
VAUGHAN, ON, November 29, 2023 – GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL”, “we”, “our” or the “Company”) today
provided an update on its capital allocation strategy for 2024.
Patrick Dovigi, GFL’s Founder and Chief
Executive Officer said, “We remain committed to making the disciplined capital allocation decisions that we expect will generate
outsized returns while continuing on our trajectory of de-levering the business, with a focus on moving toward an investment grade credit
rating. In order to align expectations for 2024, we are also providing detail on our planned growth capital expenditures for the coming
year.”
Mr. Dovigi continued, “Our growth capital
expenditures in 2024 will focus on sustainability investments and the continued execution of our M&A strategy. We believe that the
sustainability-related investments we are making represent the best risk adjusted returns that we have seen in decades. On M&A, our
investments in 2024 will be focused on densifying our existing footprint. Given our current pipeline, we are confident that we can deploy
capital into these accretive opportunities at attractive valuation multiples consistent with our track record.”
The details of the incremental growth capital
expected to be deployed by GFL in 2024 are as follows:
| · | $250 million to $300 million in investments related to renewable natural gas (“RNG”) projects,
material recovery facilities and other infrastructure primarily related to opportunities arising under extended producer responsibility
(“EPR”) legislation. |
| · | $600 million to $650 million in M&A opportunities within its existing geographies. |
The total amount to be deployed by GFL into these
growth opportunities in 2024 will not exceed $900 million. This amount will be in addition to GFL’s normal course capital expenditures
in the year which are expected to be between $850 million and $900 million.
The EPR-related investments are expected to generate
an incremental $40 million to $50 million of Adjusted EBITDA1, resulting in an aggregate of $80 million to $100 million of
incremental Adjusted EBITDA1 that GFL expects to realize starting in Q4 2024 and ramping up to the full run rate by 2026. GFL’s
first RNG facility at Arbor Hills is now online and the Company continues to develop its portfolio of other RNG projects that it expects
will come online starting in Q4 2024 through 2026.
Mr. Dovigi concluded, “As we said in
our Q3 investor call, we expect to realize at least $2.2 billion of Adjusted EBITDA1 in our base business in 2024 and organically
de-lever to the mid 3’s by the end of that year. These incremental growth investments will add approximately 20 basis points to
our leverage, yielding Net Leverage1 at year end of between 3.65x and 3.85x. We are fully committed to these targets and we
anticipate this balanced approach to capital allocation will further demonstrate our absolute commitment to de-levering. We look forward
to updating you in February on our 2023 results, 2024 guidance and broader outlook.”
(1) | Information contained herein includes preliminary 2024 outlook with respect to Adjusted EBITDA and
Net Leverage which are non-IFRS measures. Due to the uncertainty of the likelihood, amount and timing of effects of events or circumstances
to be excluded from these measures, GFL does not have information available to provide a quantitative reconciliation of such projections
to comparable IFRS measures. See “Non-IFRS Measures” below. |
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 20,000 employees.
Forward-Looking Information
This release includes certain “forward-looking
statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning
of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate
solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may
include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets,
operations and services. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or
opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified
by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”,
“outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”,
“anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such
words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”,
“will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information
includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential
or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking
information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information is based on our opinions,
estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known
and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance
or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited
to certain assumptions set out herein; our ability to obtain and maintain existing financing on acceptable terms; our ability to source
and execute on acquisitions on terms acceptable to us; our ability to find purchasers for non-core assets on terms acceptable to us; currency
exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes;
labour, supply chain and transportation constraints; inflationary cost pressures; our ability to maintain a favourable working capital
position; the impact of competition; the changes and trends in our industry or the global economy; changes in laws, rules, regulations,
and global standards; and the duration and severity of the COVID-19 pandemic, including variants, and its impact on the economy, the North
American financial markets, our operations, our M&A pipeline and our financial results. Other important factors that could materially
affect our forward-looking information can be found in the “Risk Factors” section of GFL’s annual information form for
the year ended December 31, 2022 and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the
securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider
these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information.
There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted
to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information,
there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results
or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information
will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The
forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is
otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking
to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required
under applicable U.S. or Canadian securities laws. The purpose of disclosing our financial outlook set out in this release is to provide
investors with more information concerning the financial impact of our business initiatives and growth strategies. The 2024 preliminary
outlook includes the expected contribution of acquisitions already completed in 2023, net of divestitures completed to date, but excludes
any impact from acquisitions not yet completed. Implicit in forward-looking information in respect of our preliminary outlook for 2024
are certain current assumptions, including, among others, no changes to the current economic environment, including fuel and commodities.
The 2024 preliminary outlook assumes GFL will continue to execute on its strategy of organically growing our business, leverage our scalable
network to attract and retain customers across multiple service lines, realize operational efficiencies, and extract procurement and cost
synergies.
Non-IFRS Measures
This release makes reference to certain non-IFRS
measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore
unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation
or as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide
investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise
be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently
use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance
comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
Acquisition EBITDA represents, for the applicable
period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical
financial information at the time of acquisition, as adjusted to give effect to (a) the elimination of expenses related to the prior
owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business
had been acquired on the first day of such period and (b) contract and acquisition annualization for contracts entered into and acquisitions
completed by such acquired business prior to our acquisition (collectively, “Acquisition EBITDA Adjustments”). Further adjustments
are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized
upon acquisition and integration of the business into our operations. Acquisition EBITDA is calculated net of divestitures. We use Acquisition
EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired
businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business.
Adjusted EBITDA is a supplemental measure used
by management and other users of our financial statements, including our lenders and investors, to assess the financial performance of
our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior
to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining
the value of acquisitions, expansion opportunities and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions
to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs,
charges or benefits incurred in such period which in management's view are either not indicative of underlying business performance or
impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain)
loss on sale of property and equipment, (c) mark-to-market (gain) loss on TEU Purchase Contracts, (d) share of net (income)
loss of investments accounted for using the equity method, (e) share-based payments, (f) gain (loss) on divestiture, (g) transaction
costs, (h) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity) and (i) other.
We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting
our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying
business performance or that impact the ability to assess our operating performance.
EBITDA represents, for the applicable period,
net income (loss) from continuing operations plus (a) interest and other finance costs, plus (b) depreciation and amortization
of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each
case to the extent deducted from or added to/from net income (loss) from continuing operations. We present EBITDA to assist readers in
understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.
Run-Rate EBITDA represents Adjusted EBITDA for
the applicable period as adjusted to give effect to management’s estimates of (a) Acquisition EBITDA Adjustments and (b) the
impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented,
as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable,
on the first day of such period ((a) and (b), collectively, “Run-Rate EBITDA Adjustments”). Run-Rate EBITDA has not been
adjusted to take into account the impact of the cancellation of contracts and cost increases associated with these contracts. These adjustments
reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates
do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired
business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate
EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our
acquisition. We primarily use Run-Rate EBITDA to show how GFL would have performed if each of the acquired businesses had been consummated
at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost
savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity
and compliance with certain of our debt covenants. Run-Rate EBITDA as presented herein is calculated in accordance with the terms of our
revolving credit agreement.
Net Leverage is a supplemental measure used by
management to evaluate borrowing capacity and capital allocation strategies. Net Leverage is equal to our total long-term debt, as adjusted
for fair value, deferred financings and other adjustments and reduced by our cash, divided by Run-Rate EBITDA.
All references to “$” in this press
release are to Canadian dollars, unless otherwise noted.
For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com |
Exhibit 99.3
GFL Environmental Inc. Prices Upsized Private Offering of Senior
Secured Notes
VAUGHAN, ON, November 29, 2023 – GFL Environmental
Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced the pricing of US$1 billion in aggregate
principal amount of 6.750% senior secured notes due 2031 (the "Notes") in a transaction that was significantly oversubscribed.
The offering was upsized by US$300 million over the previously announced offering size of US$700 million. GFL intends to use the net proceeds
from the offering of the Notes (the "Notes Offering") to repay in full its Term Loan A Facility and substantially all of the
outstanding borrowings under its Revolving Credit Facility. After giving effect to the Notes Offering, the percentage of GFL’s fixed
interest rate debt will shift from 72% to 88%. The interest rate on the Notes is 35 basis points lower than the current 7.10% rate on
the borrowings to be repaid, resulting in expected annualized cash interest savings of approximately $5 million. The Notes Offering will
also extend a portion of the Company’s debt maturity to 2031 and provide GFL with greater flexibility for future refinancings.
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 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 20,000 employees.
Forward-Looking Information
This release includes certain "forward-looking
statements", including statements relating to the potential for an offering and issuance of the Notes by GFL and the use of proceeds
therefrom. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking
terminology such as "plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates"
or "does not anticipate" or "believes", or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might", "will" or "will be taken",
"occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding
future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates
that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances
that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results
to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the "Risk
Factors" section of GFL’s annual information form for the year ended December 31, 2022 and GFL's other periodic filings
with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors
are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully.
There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement,
except as required by applicable securities laws.
For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com |
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