GFL Environmental Completes $900 Million Share Offering

Deal News | Apr 03, 2025 | Carey Olsen

GFL Environmental Completes $900 Million Share Offering

Carey Olsen's Cayman Islands corporate team has advised GFL Borrower II (Cayman) LP and other certain sellers in connection with a US$900 million secondary offering of subordinate voting shares of GFL Environmental Inc. The offering, which closed on March 31, 2025, involved selling shareholders such as Ontario Teachers' Pension Plan Board, Poole Private Capital, and entities affiliated with HPS Investment Partners. The shares, totaling 18,887,723, were sold at $47.65 each in a fully underwritten secondary transaction on the NYSE and TSX. RBC Capital Markets and RBC Dominion Securities served as underwriters in the U.S. and Canada, respectively. Carey Olsen partnered with onshore counsel Simpson Thacher & Bartlett LLP to advise the sellers.

Sectors

  • Environmental Services
  • Financial Services
  • Legal Services

Geography

  • United States – Part of the geography for the dual-listed share offering and the base of operations for RBC Capital Markets.
  • Canada – Part of the geography for the dual-listed share offering and the headquarters of GFL Environmental in Ontario.
  • Cayman Islands – Location of Carey Olsen, the advisory firm involved in the transaction.

Industry

  • Environmental Services – The primary industry for GFL Environmental, which provides waste management and other related services.
  • Financial Services – Relevant due to the secondary offering and the involvement of financial institutions as underwriters.
  • Legal Services – Involves legal advisory services provided by Carey Olsen and their role in the transaction.

Financials

  • US$900,000,000 – Total amount raised from the secondary offering of shares.
  • US$47.65 – Public offering price per share.
  • 18,887,723 – Total number of subordinate voting shares sold.

Participants

NameRoleTypeDescription
GFL Environmental Inc.Target companyCompanyA major North American diversified environmental services company involved in waste management.
Carey OlsenLegal advisorCompanyProvided advisory services for the sellers in the secondary offering.
GFL Borrower II (Cayman) LPSelling CompanyCompanyOne of the selling shareholders in the secondary offering.
Ontario Teachers' Pension Plan BoardSelling CompanyCompanyParticipant in the sale of GFL Environmental shares.
Poole Private Capital, LLCSelling CompanyCompanyParticipant in the sale of GFL Environmental shares.
HPS Investment Partners, LLCSelling CompanyCompanyAffiliated entities involved in the sale of GFL Environmental shares.
RBC Capital Markets, LLCUnderwriterCompanyServed as an underwriter for the share offering in the U.S.
RBC Dominion Securities Inc.UnderwriterCompanyServed as an underwriter for the share offering in Canada.
Simpson Thacher & Bartlett LLPLegal AdvisorCompanyOnshore counsel for GFL alongside Carey Olsen.