J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
BMO Nesbitt Burns Inc.
100 King Street West, 4th Floor
Toronto, ON M5X 1H3
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
RBC Dominion Securities Inc.,
200 Bay Street, Suite 400, South Tower
Toronto, ON M5J 2W7
Scotia Capital Inc.
40 King Street West
Toronto, Ontario, M5H 3Y2
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Asia Timmons-Pierce
Jay Ingram
March 2, 2020
Re: GFL Environmental Holdings Inc.
Registration Statement on Form F-1
Registration File No. 333-232731
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of GFL Environmental Holdings Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it comes effective at 4:00 PM, Eastern Time, on March 2, 2020 or soon thereafter as practicable, or at such other time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses included in the above-named Registration Statement, as amended:
i. Date of distribution: February 25, 2020 through the date hereof
ii. Number of prospective underwriters to which the preliminary prospectuses were furnished: 14
iii. Number of prospectuses furnished to prospective underwriters, institutional investors, dealers and others: approximately 5,500
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
J.P. MORGAN SECURITIES LLC
BMO NESBITT BURNS INC.
GOLDMAN SACHS & CO. LLC
RBC DOMINION SECURITIES INC.
SCOTIA CAPITAL INC.
Acting on behalf of itself and the several underwriters
By: J.P. Morgan Securities LLC |
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By: | /s/ Jin Izawa |
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Name: | Jin Izawa |
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Title: | Vice President |
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By: BMO Nesbitt Burns Inc. |
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By: | /s/ Craig King |
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Name: | Craig King |
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Title: | Managing Director & Group Head |
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By: Goldman Sachs & Co. LLC |
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By: | /s/ Kristen Grippi |
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Name: | Kristen Grippi |
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Title: | Managing Director |
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By: RBC Dominion Securities Inc. |
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By: | /s/ Steve Michell |
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Name: | Steve Michell |
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Title: | Managing Director |
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By: Scotia Capital Inc. |
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By: | /s/ Michael Mahoney |
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Name: | Michael Mahoney |
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Title: | Managing Director |
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[Signature Page to Acceleration Request (Underwriters)]
