F-10EF: GFL Environmental Files $2 Billion Shelf Prospectus

GFL Environmental Inc. has filed a short form base shelf prospectus to allow for the potential offering of up to $2 billion in various securities over the next 25 months.

Summary

• GFL Environmental Inc. filed a short form base shelf prospectus as a well-known seasoned issuer (WKSI), enabling it to offer various securities from time to time.
• The prospectus allows for the offering of Subordinate Voting Shares, Preferred Shares, Debt Securities, Warrants, Share Purchase Contracts, Subscription Receipts, and Units, with an aggregate initial offering price not exceeding $2,000,000,000 over a 25-month period.
• As of September 30, 2025, GFL had 347,310,981 Subordinate Voting Shares and 11,812,964 Multiple Voting Shares issued and outstanding.
• The company also had 6,720,363 Series A Convertible Preferred Shares and 8,196,721 Series B Convertible Preferred Shares outstanding, all held by HPS Investment Partners, LLC.
• Subordinate Voting Shares are listed on the NYSE (US$46.51) and TSX (C$65.42) as of November 19, 2025.
• GFL received an exemptive relief order on March 13, 2025, from the Ontario Securities Commission (OSC), permitting it to purchase up to 38,157,045 Subordinate Voting Shares (10% of outstanding at the time) in secondary offerings under specific conditions.

Sentiment

Score: 7

Explanation: The filing indicates a proactive and flexible approach to future capital management by establishing a shelf registration, which is a positive for long-term strategic planning and efficient access to capital markets. The company's status as a Well-Known Seasoned Issuer further streamlines this process. While the filing itself does not report financial performance, the framework for potential capital raises is a constructive step. However, the potential for dilution from future offerings and the lack of established markets for certain securities introduce some cautionary elements.

Positives

• Qualifies as a Well-Known Seasoned Issuer (WKSI), which streamlines future capital raising efforts and reduces regulatory burdens for subsequent offerings.
• The ability to issue various types of securities (equity, debt, warrants, etc.) provides significant flexibility for future financing needs and strategic capital management.
• Operates as the fourth largest diversified environmental services company in North America, in an industry characterized by recession resistance, high visibility of waste volumes, and a stringent regulatory framework.
• The company has a stated commitment to sustainability and is positioned to meet increasing demand for sustainable solutions.

Negatives

• Securities other than Subordinate Voting Shares (e.g., Preferred Shares, Debt Securities, Warrants) may not have an established trading market, which could negatively impact liquidity, pricing transparency, and the ability of purchasers to resell these securities.
• The issuance of preferred shares could decrease the amount of earnings and assets available for distribution to holders of Subordinate Voting Shares and Multiple Voting Shares, and potentially adversely affect their rights and powers, including voting rights.
• Enforcement of civil liabilities under U.S. federal securities laws may be difficult for U.S. investors due to the company's Canadian incorporation and the residency of some officers and directors outside the United States.

Risks

• Investment in Securities involves significant risks that should be carefully considered by prospective investors.
• The issuance of preferred shares and the terms selected by the Board could decrease the amount of earnings and assets available for distribution to holders of Subordinate Voting Shares and Multiple Voting Shares.
• The issuance of preferred shares could adversely affect the rights and powers, including the voting rights, of the holders of Subordinate Voting Shares and Multiple Voting Shares without any further vote or action by those holders.
• The issuance of preferred shares, or rights to purchase preferred shares, could make it more difficult for a third-party to acquire a majority of outstanding shares, potentially delaying, deferring, or preventing a change of control or an unsolicited acquisition proposal.
• The issuance of preferred shares may have the effect of decreasing the market price of Subordinate Voting Shares.
• Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which Preferred Shares, Debt Securities, Warrants, Share Purchase Contracts, Subscription Receipts, or Units may be sold, which may affect their pricing, transparency, liquidity, and the extent of issuer regulation.
• Forward-looking statements are necessarily based on opinions, estimates, and assumptions that are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially.

Future Outlook

The company intends to offer various types of securities from time to time over the next 25 months, providing flexibility for future capital needs. The specific terms and use of proceeds for each offering will be detailed in subsequent prospectus supplements. The company may also elect to redeem its Series A and Series B Convertible Preferred Shares on a quarterly basis or in full after certain dates, subject to specific conditions.

Management Comments

• "Forward-looking statements are neither historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances."
• "Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct."

Industry Context

GFL Environmental operates as the fourth largest diversified environmental services company in North America, providing solid waste management services across Canada and 18 U.S. states. The industry is characterized by its relative recession resistance, high visibility of waste volumes, stringent regulatory framework, high capital intensity, and significant fragmentation, which has historically led to strong consolidation activity. GFL emphasizes continual innovation, strategic growth, and a commitment to sustainability to meet increasing demand for sustainable solutions.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• All issued and outstanding Series A and Series B Convertible Preferred Shares are held, directly or indirectly, by HPS Investment Partners, LLC.
• Certain shareholders, namely BCEC-GFL Borrower (Cayman) LP (affiliated with BC Partners Advisors L.P.), OTPP Environmental Services Trust (affiliated with Ontario Teachers), Magny Cours Investment Pte Ltd. (GIC), and the Dovigi Group, are entitled to certain pre-emptive rights to subscribe for additional Subordinate Voting Shares and Multiple Voting Shares as provided in Investor Rights Agreements.
• The company has entered into a customary coattail agreement dated March 5, 2020, with the Dovigi Group and a trustee, designed to protect Subordinate Voting Shareholders in the event of a take-over bid for Multiple Voting Shares.

Stakeholder Impact

• **Shareholders (Subordinate Voting):** Face potential dilution from future security offerings, particularly preferred shares, but benefit from the company's ability to efficiently raise capital. The Coattail Agreement provides protection in take-over bid scenarios.
• **Shareholders (Multiple Voting):** Retain significant voting control, which is subject to specific conversion triggers that will eventually lead to a single class of shares.
• **HPS Investment Partners, LLC:** As the sole holder of Convertible Preferred Shares, HPS has specific conversion and redemption rights that could impact the company's capital structure and future obligations.
• **Prospective Investors in New Offerings:** Will need to carefully review specific terms in future prospectus supplements, especially regarding liquidity for non-listed securities.
• **Regulatory Authorities:** The filing demonstrates compliance with Canadian and U.S. securities regulations, including WKSI blanket orders and an OSC exemptive relief order, ensuring transparency and oversight.

Next Steps

• The company will provide specific terms of any future security offerings and their terms in one or more prospectus supplements.
• The company will file an undertaking with Canadian securities regulatory authorities not to distribute novel specified derivatives or novel asset-backed securities without pre-clearing disclosure.
• The company may elect to redeem Series A Convertible Preferred Shares on a quarterly basis after December 31, 2024, and Series B Convertible Preferred Shares on a quarterly basis after December 31, 2025.
• The company may elect to redeem all outstanding Series A Convertible Preferred Shares after October 1, 2025, and all outstanding Series B Convertible Preferred Shares after December 17, 2026.

Key Dates

Keywords

GFL Environmental, Shelf Prospectus, SEC Filing, Capital Raise, Securities Offering, Environmental Services, Waste Management, Corporate Finance, Subordinate Voting Shares, Preferred Shares, Debt Securities, Warrants, Canada, United States