GFL Completes Merger with Waste Industries

Last month, GFL Environmental Inc. and Waste Industries entered into a definitive merger agreement in a transaction that values Waste Industries at a total enterprise value of $2.825 billion (approximately C$3.65 billion). And today, GFL announced that it has completed the merger.

The combined company, which is dubbed as the largest privately owned environmental services company in North America with operations in all Canadian provinces except Prince Edward Island and in 10 states in the U.S., will now operate 98 collection operations, 59 transfer stations, 29 materials recovery facilities, 10 organics facilities and 47 landfills and will now have more than 8,850 employees.

“Waste Industries will more than double GFL’s current footprint of operations in North America, adding collection, transfer station, materials recovery and landfill operations in fast-growing United States markets (including North Carolina, South Carolina, Georgia, Colorado, Tennessee, Virginia and others), growing our customer base and forming an extended platform from which GFL can continue to execute on our proven organic and acquisition growth strategy,” said Patrick Dovigi, founder and CEO of GFL, in a statement. “Waste Industries strongly complements GFL’s brand with an over 47-year history of providing excellent customer service to its local communities and has a management team with a proven track record of harnessing technology, processes and systems to drive operating efficiencies. We are excited to welcome the management team and the more than 2,850 employees of Waste Industries to the GFL family.”

The merger was financed in part through an additional equity investment from GFL's current consortium of investors led by affiliates of BC Partners, Ontario Teachers' Pension Plan, certain shareholders of GFL, including Dovigi, and from rollover investors of Waste Industries, including the founding Poole family and HPS Investment Partners. Additional debt financing for the merger was provided through GFL's Second Amended and Restated Term Loan B Facility. Upon completion of the merger, Ven Poole, the former chairman and CEO of Waste Industries, joined GFL's Board of Directors.

“The continued evolution of Waste Industries takes another large step forward in this combination with GFL,” said Poole in a statement. “These companies complement each other in multiple ways, and the management teams share a similar culture oriented around exceptional customer service, operational excellence and our commitment to making a difference in the communities we serve. The combination with GFL provides a very bright future for our team, and the Poole family is proud to continue its investment through this combination with North America’s true industry leader GFL. I want to personally thank our investors, HPS and EGI for the faith and support they’ve shown the Waste Industries team this past year, and I wish to assure our customers and communities that the Waste Industries you have come to trust will be here to serve you for years to come.”

Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP acted as legal advisors to GFL. Latham & Watkins LLP and Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Waste Industries. Lee Lloyd advised the Poole family. Barclays Bank, BMO Capital Markets and Royal Bank of Canada are Joint Lead Arrangers and Joint Bookrunners under the Term Loan B Facility.