On February 1, 2016, GFL Environmental Inc. (GFL) completed the acquisition of the Matrec solid waste division from TransForce Inc. (TSX: TFI, OTCQX: TFIFF) for $800 million. The acquisition was funded in part by the private offering of US$300 million in aggregate principal amount of senior unsecured notes due 2021 (the Note Offering) through a syndicate of broker dealers led by Credit Suisse, BMO Capital Markets and Barclays and including Scotiabank, CIBC Capital Markets, Comerica Securities, National Bank of Canada Financial Markets and Raymond James (the Dealers). The notes were issued through a wholly owned subsidiary, GFL Escrow Corporation (GFL Escrow). Substantially and concurrently with the closing of the Matrec acquisition, GFL Escrow amalgamated with GFL and the successor by amalgamation assumed the obligations under the notes by operation of law. The acquisition was also funded in part through a $458 million equity investment by Macquarie Infrastructure Partners III and an investor group consisting of Highbridge Principal Strategies, LLC, together with new and existing co-investors. In connection with the Matrec acquisition, the Note Offering and the equity investment, GFL also refinanced its existing credit facilities with its existing syndicate of lenders and some additional lenders, and with Bank of Montreal as Administrative Agent. Following completion of these transactions, GFL’s total enterprise value is approximately $2.4 billion, making GFL one of the largest environmental services companies in Canada.
Stikeman Elliott LLP acted for GFL under the direction of Joy Grahek, GFL’s General Counsel, with a team that included Jeffrey Singer, Tim Chubb, Benoît Dubord, Kevin Custodio, Rachel Wasserman and Frédérique Tremblay (M&A), Jeff Hershenfield, Chris Yung and Tara Watson (corporate finance), Jennifer Legge, Scott Perrin, Sylvia Avedis, Amy Nugent, Shawn Smith (banking), Lawson Hunter, Susan Hutton, Michael Kilby and Paul Beaudry (competition), John Lorito and Lindsay Gwyer (tax), Stefan Fews, Dana Porter, Marie-Claude David and Brady McLeod (real estate), and Marie-Lou Gauthier (employment). Miller Thomson LLP advised GFL with respect to all environmental and waste management regulatory matters with a team that included John Tidball, Luc Gratton, Romain Droitcourt and Simon Lévis.
TransForce was represented by Josiane-Mélanie Langlois, its Vice President, Legal Affairs and Corporate Secretary, assisted by Fasken Martineau DuMoulin LLP, with a team led by Neil Wiener and Marvin Mikhail, and including Huy Do and Grant LoPatriello (competition), Daniel Law and Allyson Roy (real estate), Claude Jodoin (tax) and Gordon Hunter (corporate).
Latham & Watkins LLP acted for GFL in the United States in connection with the Note Offering under the direction of Joy Grahek, GFL’s General Counsel, with a team that included Kirk Davenport, Stelios Saffos, Peter Sluka, Nicholas Goss, Nisha Venkataraman and Andrew Blumenthal.
Macquarie was represented by Blake, Cassels & Graydon LLP with a team that included Steven McKoen, Troy Lehman, Karim Amlani and Evan Straight (corporate finance), Janette Pantry (tax), Anne-Catherine Boucher (environmental), Sophie Tremblay (employment), Michael Ventresca (real estate) and Aimee Yee and Niki Khatami (financial services).
The Dealers were represented in the United States by Simpson Thacher & Bartlett LLP with a team that included Mark Brod, Alexander Coedo, Hana Nah and Thomas Killeen and in Canada by Blake, Cassels & Graydon LLP with a team that included Tim Andison and Catherine Youdan (securities) and Bryan Bailey (tax).
Bank of Montreal, as Administrative Agent and the lending syndicate were represented by Davies Ward Phillips & Vineberg LLP with a team that included Carol Pennycook, Kenny Choi, Marc Pontone, Véronique Gaumond-Carignan and Claudia Michaud.