Simpson Thacher & Bartlett LLP
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NEW YORK, NY 10017-3954
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| February 25, 2020 |
VIA EDGAR TRANSMISSION
Re: GFL Environmental Holdings Inc.
Amendment No. 9 to Registration Statement on Form F-1
Filed on July 19, 2019
CIK No. 0001780232
Asia Timmons-Pierce
Jay Ingram
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing and Construction
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of GFL Environmental Holdings Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) Amendment No. 9 (“Amendment No. 9”) to the above-referenced registration statement on Form F-1 (the “Registration Statement”).
The Company has revised the Registration Statement to (1) include the number of Subordinate Voting Shares being registered and offered, as well as a bona fide estimated price range for the offering of Subordinate Voting Shares, (2) include the number of Tangible Equity Units being registered and offered, (3) reflect the impact of the Pre-Closing Capital Changes and (4) otherwise update the Company’s disclosure, including the filing of certain exhibits to the Registration Statement.
Finally, we are providing the Staff with the following responses to the Staff’s comment letter, dated February 21, 2020 (the “Comment Letter”), regarding Amendment No. 8 to the Registration Statement.
To assist your review, we have retyped the text of the Staff’s comment in italics below. Page references in our response correspond to the pages of Amendment No. 9. Unless otherwise defined below, terms defined in Amendment No. 9 and used below shall have the meanings given to them in Amendment No. 9. The response and information described below are based upon information provided to us by the Company.
Form F-1/A Filed February 18, 2020
Capitalization, page 73
1. Please separately present amounts associated with the Share offering and Unit offering in your table and notes to the table. For example, the proceeds amounts should be separately disclosed for each offering.
In response to the Staff’s comment, the Company has revised its disclosure in the Capitalization section on pages 74 – 76 and in the Use of Proceeds section on page 71.
Description of the Purchase Contracts Waiver of Jury Trial, page A-60
2. We note your response to comment three of our prior letter and reissue our comment. It does not appear that exhibit 4.12 reflects that the waiver of jury trial provision will not apply to any claim under the U.S. federal securities laws.
In response to the Staff’s comment, the Company has revised the language in Exhibit 4.12 to indicate that the waiver of jury trial provision will not apply to any claim under the U.S. federal securities laws. A revised form of this agreement has been filed with Amendment No. 8.
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Please do not hesitate to call Ryan Bekkerus at (212) 455-2293 with any questions or further comments regarding this filing or if you wish to discuss any of the above responses.
| Very truly yours, |
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| /s/ Simpson Thacher & Bartlett LLP |
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| Simpson Thacher & Bartlett LLP |
cc: | Securities and Exchange Commission |
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| Nudrat Salik |
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| Al Pavot |
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| GFL Environmental Holdings Inc. |
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| Patrick Dovigi |
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| Stikeman Elliott LLP |
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| Jeffrey Singer |
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| Jeffrey Hershenfield |
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| Davis Polk & Wardwell LLP |
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| Deanna L. Kirkpatrick |
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| Shane Tintle |
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| Davies Ward Phillips & Vineberg LLP |
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| Shawn McReynolds |
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| Jennifer Grossklaus |
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