Item 1. | |
(a) | Name of issuer:
GFL Environmental Inc. |
(b) | Address of issuer's principal executive
offices:
100 New Park Place, Suite 500, Vaughan, Ontario, Canada L4K 0H9 |
Item 2. | |
(a) | Name of person filing:
GIC Private Limited
GIC Special Investments Private Limited
Magny Cours Investment Pte Ltd. |
(b) | Address or principal business office or, if
none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912 |
(c) | Citizenship:
GIC Private Limited - Republic of Singapore
GIC Special Investments Private Limited - Republic of Singapore
Magny Cours Investment Pte Ltd. - Republic of Singapore |
(d) | Title of class of securities:
Subordinate voting shares, no par value |
(e) | CUSIP No.:
36168Q104 |
Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
(i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |
(k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| |
Item 4. | Ownership |
(a) | Amount beneficially owned:
Ownership information with respect to GIC Private Limited ("GIC PL"), GIC Special Investments Private Limited ("GIC SI") and Magny Cours Investment Pte Ltd. ("Magny Cours") and together with GIC PL and GIC SI, the "Reporting Persons") is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity.
By virtue of certain rights that Magny Cours has with respect to its investment in GFL Borrower II (Cayman) LP ("GFL Borrower"), Magny Cours may be deemed to share dispositive power over 21,235,659 subordinate voting shares of the Issuer held by GFL Borrower with GFL Borrower. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is a member of a group with GFL Borrower, GFL Borrower GP II (Cayman), Ltd as general partner of GFL Borrower or any of their respective affiliates for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Each of GFL Borrower GP II (Cayman), Ltd, GFL Borrower and the Reporting Persons and their respective affiliates are separately making a Schedule 13G filing reporting the subordinated voting shares they may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any subordinated voting shares that may be deemed to be beneficially owned by GFL Borrower, GFL Borrower GP II (Cayman), Ltd and their respective affiliates.
Magny Cours shares dispositive power over 21,235,659 subordinate voting shares of the Issuer held indirectly by it with GIC SI and GIC PL. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
GIC is a fund manager and only has 2 clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 518,569 subordinate voting shares beneficially owned by it. GIC shares power to vote and dispose of 77,413 subordinate voting shares beneficially owned by it with MAS.
GIC PL is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of these shares. |
(b) | Percent of class:
|
(c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
|
| (ii) Shared power to vote or to direct the
vote:
|
| (iii) Sole power to dispose or to direct the
disposition of:
|
| (iv) Shared power to dispose or to direct the
disposition of:
|
Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
|
Not Applicable
|
Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
|
Not Applicable
|
Item 8. | Identification and Classification of Members
of the Group. |
|
Not Applicable
|
Item 9. | Notice of Dissolution of Group. |
|
Not Applicable
|