VAUGHAN, ON, March 25, 2015 /CNW/ - GFL Environmental Inc. ("GFL") announced today that it has accepted for purchase C$50.0 million aggregate principal amount of its outstanding 7.500% Senior Unsecured Debentures due 2018 (the "Notes") from the holders thereof (the "Holders") pursuant to the partial cash tender offer announced on February 25, 2015 (the "Tender Offer"). The Notes accepted for purchase represented approximately 20.28% of the Notes validly tendered and not validly withdrawn prior to 5:00 p.m., Toronto time, on March 24, 2015 (the "Expiration Time"). Payment for the Notes accepted for purchase occurred on March 25, 2015, and the Notes purchased were subsequently cancelled. The aggregate consideration paid by GFL for the Notes accepted for purchase, including early tender premiums and accrued and unpaid interest, was approximately C$51.5 million, which was funded with a portion of the proceeds from GFL's issuance on March 24, 2015 of US$250.0 million aggregate principal amount of 7.875% senior unsecured notes, due 2020.
Holders whose Notes were accepted for purchase and which were validly tendered and not validly withdrawn prior to the 5:00 p.m., Toronto Time, on March 10, 2015 (the "Early Tender Deadline") received the total consideration of C$1,010.00 for each C$1,000.00 principal amount of such Notes. No Notes were validly tendered after the Early Tender Deadline. Holders also received accrued and unpaid interest in the amount of approximately C$19.93 per C$1,000.00 principal amount.
Receipt of payment by the depositary will be deemed to constitute receipt of payment by Holders depositing Notes. No interest will be payable because of any delay by the depositary, CDS Clearing and Depository Services Inc. ("CDS") or any other party in the transmission of funds to Holders.
Notes tendered but not purchased pursuant to the Tender Offer will be returned to the tendering Holders at the expense of GFL through CDS and the applicable CDS participants. Holders whose Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such broker, dealer, commercial bank, trust company or other nominee should they have any questions regarding payment for any Notes purchased or the return of any Notes tendered but not purchased pursuant to the Tender Offer.
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.
Questions regarding the Tender Offer may be directed to BMO Nesbitt Burns Inc. at (416) 359-6528 or by e-mail to Susan.Schauffert@bmo.com. Questions regarding payment for or the return of 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 for informational purposes only and does not constitute an offer to purchase or a solicitation to sell any securities. The Tender Offer is being made solely pursuant to the offer to purchase and the related letter of transmittal sent to Holders, each dated February 25, 2015. The Tender Offer is not being made to Holders in any jurisdiction or in any circumstance in which such offer or solicitation is unlawful. In jurisdictions where the securities, blue sky or other laws require a tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of GFL by the dealer manager, or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of GFL, its directors and shareholders, the dealer manager or the depositary is making any recommendation in connection with the Tender Offer.
GFL, headquartered in Vaughan, ON, is a Canadian diversified environmental services company offering services in solid waste management, liquid waste management and soil remediation. Through its national platform of Canadian operations, GFL serves approximately 23,400 commercial, industrial and institutional customers and more than one million households under municipal collection contracts. GFL has a workforce of approximately 1,750 employees.
Forward Looking Information
Certain information included in this Press Release is forward-looking and may contain forward-looking statements, within the meaning of applicable 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, including payment for any Notes purchased or the return of any Notes tendered but not purchased pursuant to 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 risks relating to the settlement of 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: Patrick Dovigi, President and Chief Executive Officer, +1 905 428 2755, firstname.lastname@example.org; Roslyn Samtleben, Chief Financial Officer, +1 289 695 2551, email@example.com