Exhibit 99.1
GFL Environmental Holdings Inc.
100 New Park Place, Suite 500
Vaughan, Ontario L4K 0H9
January 7, 2020
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-3561
Attention: Sergio Chinos
Asia Timmons-Pierce
Re: GFL Environmental Holdings Inc.
Registration Statement on Form F-1 (File No. 333-232731)
Request for Waiver and Representation under Item 8.A.4 of Form 20-F
Ladies and Gentlemen:
The undersigned, GFL Environmental Holdings Inc., a foreign private issuer organized under the laws of the Province of Ontario (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of its registration statement on Form F-1, as amended (the “Registration Statement”), relating to the Company’s initial public offering of its Subordinate Voting Shares.
The Company has included in the Registration Statement the audited consolidated financial statements, prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board, of GFL Environmental Holdings Inc. (new) (“Successor”) and GFL Environmental Holdings Inc. (old) (“Predecessor”) as of December 31, 2018 (Successor) and 2017 (Predecessor), and for the period from June 1, 2018 to December 31, 2018 (Successor), the period from January 1, 2018 to May 31, 2018 and the years ended December 31, 2017 and 2016 (Predecessor), and the unaudited interim condensed consolidated financial statements for the three and nine month periods ended September 30, 2019 and September 30, 2018.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement in cases where “the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:
[T]he instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.
In connection with this waiver request, the Company represents to the Commission that:
1. The Company is not currently a public reporting company in any jurisdiction.
2. The Company is not required by any jurisdiction outside the United States to comply with the 12-Month Requirement.
3. Compliance with Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company.
4. The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2019 will be available until the end of March 2020.
5. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.
