GFL Environmental Inc. Announces Commencement of Partial Cash Tender Offer for its 7.500% Senior Unsecured Notes due 2018

VAUGHAN, ON, Feb. 25, 2015 /CNW/ - GFL Environmental Inc. ("GFL") announced today that it has commenced an offer to purchase (the "Tender Offer") for cash up to $50 million aggregate principal amount (exclusive of accrued and unpaid interest) (the "Tender Cap") of its outstanding 7.500% Senior Unsecured Debentures due 2018 (the "Notes") from the holders thereof (the "Holders").  As of February 24, 2015, there was approximately $300,000,000 aggregate principal amount of the Notes outstanding.

BMO Nesbitt Burns Inc. is the sole dealer manager for the Tender Offer. The following table sets forth certain terms of the Tender Offer.

Description of Notes

CUSIP
(Reg S/144A)

ISIN
(Reg S/144A)

Outstanding
Principal

Amount

Tender Offer
Consideration(1)

Early
Tender
Premium(1)

Total
Considera
-

tion(1)(2)

7.500% Senior Unsecured Notes
due 2018

36168PAB2 /
36168PAA4

CA36168PAB28 /
CA36168PAA45

$300,000,000

$990.00

$20.00

$1,010.00

Notes:
(1) Per $1,000 principal amount of Notes
(2) Includes the Early Tender Premium.

The Tender Offer will be open for acceptance until 5:00 p.m., Toronto time, on March 24, 2015 (the "Expiration Time"), unless extended by GFL. Holders of Notes must tender their Notes to the Tender Offer prior to 5:00 p.m., Toronto time, on March 10, 2015 (the "Early Tender Deadline") to receive the Total Consideration set forth in the table above. Notes tendered prior to the Early Tender Deadline may be withdrawn at any time prior to 5:00 p.m. Toronto time on March 10, 2015, unless extended (the "Withdrawal Deadline"), but not thereafter, except as required by law.  Holders who tender their Notes after the Withdrawal Deadline may not withdraw their Notes.

The Tender Offer is subject to certain terms and conditions (including financing), as set forth more fully in the Offer to Purchase dated February 25, 2015 to be distributed to Holders.  GFL reserves the right, subject to applicable law, in its sole discretion, to (i) waive any and all conditions to the Offer prior to the first acceptance of Notes for purchase; (ii) extend, terminate or withdraw the Offer; (iii) increase the Tender Cap at any time, or (iv) otherwise amend the Offer in any respect.

 Assuming the conditions to the Tender Offer are satisfied or waived, GFL intends to accept for payment up to $50 million aggregate principal amount of the Notes, which are validly tendered (and not validly withdrawn) pursuant to the Tender Offer prior to the Expiration Time (subject to proration). Holders who tender their Notes prior to the Early Tender Deadline and who do not validly withdraw their Notes prior to the Withdrawal Deadline will receive the Total Consideration set forth in the table above for each $1,000 principal amount of such Notes accepted for payment pursuant to the Tender Offer. Holders who tender their Notes after the Early Tender Deadline and prior to the Expiration Time will receive the Tender Offer Consideration set forth in the table above for each $1,000 principal amount of Notes. In both cases, Holders will receive accrued and unpaid interest from the last interest payment date to, but not including, the date the consideration referred to above is paid.

Notes may be subject to proration if the aggregate purchase price for the Notes validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded.

Further Information

GFL has retained BMO Nesbitt Burns Inc. to serve as the dealer manager for the Tender Offer and Computershare Trust Company of Canada to serve as the depositary.

Copies of the Offer to Purchase and the Letter of Transmittal will be distributed to Holders and may also be obtained at no charge by contacting the dealer manager by telephone at (416) 359-6528 or by e-mail to Susan.Schauffert@bmo.com. Copies of such documents will also be available electronically through GFL's secure investor data site, www.gflenv.com/investors.  Holders who do not currently have such access are encouraged as soon as possible to register (or have their respective broker or other similar intermediary register) on GFL's investor data site for access.

Questions regarding the Tender Offer may be directed to BMO Nesbitt Burns Inc. at (416) 359-6528. Questions regarding procedures for tendering Notes should be directed to Computershare Trust Company of Canada at 1-800-564-6253 or by e-mail to Marian.Mekhail@computershare.com.

This announcement is neither an offer to purchase nor a solicitation to sell any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase Statement and the related Letter of Transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the Tender Offer would not be in compliance with the laws of such jurisdiction. None of GFL, the dealer manager or the depositary is making any recommendation in connection with the Tender Offer.

About GFL

GFL, headquartered in Vaughan, ON, is a leading Canadian diversified environmental services company with solid waste and liquid waste operations. GFL's solid waste operations consist of our hauling, transfer and material recovery facility operations, as well as our soil remediation operations. GFL collects, transports, sorts and disposes of or recycles solid non-hazardous waste and excavates, transports and remediates contaminated soils and disposes of remediated soils. In GFL's solid waste line of business currently serves more than one million households under municipal collection contracts. GFL's liquid waste operations include the collection, management, transportation, processing and disposal of liquid wastes (including contaminated waste water, used motor oil and downstream by-products).

Forward Looking Information

Certain information included in this Press Release is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words. Forward-looking information in this Press Release includes but is not limited to, statements concerning the completion of the Tender Offer. GFL believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Forward-looking information is not a guarantee of future performance and involves a number of assumptions, risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause GFL's actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These assumptions, risks and uncertainties include but are not limited to the ability to satisfy the conditions of the Tender Offer (including obtaining satisfactory financing) including risks relating to obtaining the requisite financing for the Tender Offer. Any forward-looking information is made as of the date hereof and, except as required by law, GFL does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

SOURCE GFL Environmental

For further information: please contact Patrick Dovigi, President and CEO at (289) 695-2550.

RELATED LINKS
www.gflenv.com

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