GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes in Connection with Waste Industries Merger

VAUGHAN, ON, Oct. 22, 2018 /CNW/ - As part of the previously announced merger agreement between GFL Environmental Holdings (US), Inc., a subsidiary of GFL Environmental Inc. ("GFL"), and Wrangler Super Holdco Corp., the indirect parent of Waste Industries USA, LLC and its subsidiaries (the "Acquisition"), GFL today announced that it is planning to commence, subject to market and other conditions, a private offering of US$400 million in aggregate principal amount of senior notes due 2026 (the "Notes").

The gross proceeds from the offering of the Notes (the "Notes Offering") are expected to be funded into escrow. The net proceeds of the Notes Offering will be used, together with proceeds from proposed borrowings of up to US$1,310 million of senior secured term loans and certain cash equity contributions, to finance the Acquisition and to pay related fees and expenses.

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 does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

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 in Michigan. GFL has a workforce of more than 6,000 employees and provides its broad range of environmental services to more than 60,000 commercial and industrial customers and its solid waste collection services to more than 2.3 million households.

About Waste Industries

Waste Industries is a vertically integrated, regional provider of non-hazardous solid waste collection, transfer, recycling, and disposal services. Founded in 1970, the company currently operates in North Carolina, South Carolina, Georgia, Colorado, Tennessee, Virginia, Maryland, Pennsylvania and Delaware, employs more than 2,850 people, services more than 77,000 commercial and industrial customers and provides residential solid waste collection services to approximately 1.6 million households.

Forward-Looking Information

This release may contain forward-looking information including, but not limited to, the potential for an offering and issuance of the Notes by GFL, the use of proceeds therefrom and the Acquisition. 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. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by GFL in connection with the Notes Offering.

SOURCE GFL Environmental Inc.

Patrick Dovigi, Founder, President and Chief Executive Officer, [phone], [e-mail]