Filed pursuant to Rule 433
Dated March 2, 2020
Issuer Free Writing Prospectus supplementing the
Preliminary Prospectuses
dated February 28, 2020
Registration No. 333-232731
GFL Environmental Inc.
Concurrent Offerings of
75,000,000 Subordinate Voting Shares
(the “Subordinate Voting Shares Offering”)
and
15,500,000 6.00% Tangible Equity Units
(the “Units Offering”)
The information in this pricing term sheet relates only to the Subordinate Voting Shares Offering and the Units Offering and should be read together with (i) in the case of investors purchasing in the Subordinate Voting Shares Offering, the preliminary prospectus, dated February 28, 2020, relating to the Subordinate Voting Shares Offering (the “Subordinate Voting Shares Preliminary Prospectus”) or (ii) in the case of investors purchasing in the Units Offering, the preliminary prospectus, dated February 28, 2020, relating to the Units Offering (the “Units Preliminary Prospectus” and, together with the Subordinate Voting Shares Preliminary Prospectus, the “Preliminary Prospectuses”). The closing of the Units Offering is conditioned upon the closing of the Subordinate Voting Shares Offering, but the closing of the Subordinate Voting Shares Offering is not conditioned upon the closing of the Units Offering. Terms used but not defined herein have the meanings assigned to such terms in the applicable Preliminary Prospectus.
All references to “$” in this document are to U.S. dollars, unless indicated otherwise. All references to “C$” in this document are to Canadian dollars and assumes an exchange rate of $1.0000 = C$1.3333.
Issuer: | | GFL Environmental Inc.*, a corporation incorporated in Ontario, Canada (the “Company”). |
| | |
Ticker/Exchange for Subordinate Voting Shares: | | GFL/New York Stock Exchange (“NYSE”). GFL/Toronto Stock Exchange |
| | |
Ticker/Exchange for Units: | | GFLU/NYSE. |
| | |
Trade Date: | | March 3, 2020. |
| | |
Closing Date: | | March 6, 2020. It is expected that delivery of the Subordinate Voting Shares and the Units will be made against payment therefor on or about March 6, 2020, which is the third business day following the Trade Date (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Subordinate Voting Shares or Units on any day prior to the second business day before delivery will be required, by virtue of the fact that the Subordinate Voting Shares or Units, as applicable, initially will settle in T+3, to specify an alternative settlement cycle |
1
CUSIP for the Amortizing Notes: | | 36168Q AH7 |
| | |
ISIN for the Amortizing Notes: | | US36168QAH74 |
An investment in the Subordinate Voting Shares or the Units is subject to a number of risks that should be considered by a prospective purchaser. See “Risk Factors” in the Preliminary Prospectuses.
*GFL Environmental Holdings Inc. will be amalgamated with and into GFL Environmental Inc. prior to closing.
The Company has filed a registration statement (including the Preliminary Prospectuses) with the Securities and Exchange Commission (the “SEC”) for the Subordinate Voting Shares Offering and the Units Offering. Before you invest, you should read the applicable Preliminary Prospectus for more complete information about the Company and the Subordinate Voting Shares Offering and the Units Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Company, any underwriter or any dealer participating in the Subordinate Voting Shares Offering or the Units Offering will arrange to send you the applicable prospectus if you request it by contacting J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or J.P. Morgan Securities Canada Inc., Suite 4500, TD Bank Tower, 66 Wellington Street West, Toronto, ON M5K 1E7 or by telephone: Canada Sales 416-981-9233; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036 (Attn: Equity Syndicate), or by telephone at 1-800-414-3627 or by email at bmoprospectus@bmo.com or BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at 1-905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone: 1-866-471-2526, or by facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com or Goldman Sachs Canada Inc., TD North Tower, 77 King Street West Suite 3400, Toronto, ON M5K 1B7; RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at 1-877-822-4089, or by email at equityprospectus@rbccm.com or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attn: Distribution Centre, or via telephone: 1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com; Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at equityprospectus@scotiabank.com or Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 64th Floor, 40 King Street West, M5H 3Y2, Toronto, Ontario, or by telephone at 1-416-863-7704 or by email at equityprospectus@scotiabank.com.
The information in this pricing term sheet supersedes the information in the applicable Preliminary Prospectus to the extent inconsistent with the information in such Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to, and should be read in conjunction with, the applicable Preliminary Prospectus, which was included in Amendment No. 10 to the Registration Statement on Form F-1.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
7
