GFL Environmental Inc. announced that it is planning to commence, subject to market and other conditions, a private offering of $275 million in aggregate principal amount of 7 percent unsecured senior notes due 2026 and $500 million in aggregate principal amount of senior secured notes due 2026.
GFL previously issued $400 million in aggregate principal amount of its 7 percent unsecured senior notes due 2026 (the existing unsecured notes), and the unsecured notes will be treated as "additional notes" under the indenture governing the unsecured notes and will be treated as a single series with the existing unsecured notes under such indenture. In addition to the notes, GFL expects to raise a minimum of $300 million of equity from existing shareholders of GFL (the equity financing). The closing of the equity financing and the notes offering are not contingent on each other.
GFL said it intends to use the net proceeds from the offering of the notes, together with the equity financing, to fund certain acquisitions, including a pending acquisition; to repay outstanding borrowings under its revolving credit facility; to pay related fees and expenses in connection therewith; and for general corporate purposes.
The notes being offered by GFL in the notes offering, and the equity financing, have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes and the equity financing 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.