UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-39240
GFL Environmental Inc.
(Translation of registrant’s name into English)
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
¨ Form 20-F | x Form 40-F |
EXHIBIT INDEX
The following Exhibits 99.1 and 99.2 are furnished as part of this Current Report on Form 6-K.
Exhibit Number |
Description | |
99.1 | Notice of Meeting and Record Date | |
99.2 | Press Release, dated March 3, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GFL Environmental Inc. | ||
Date: March 3, 2025 | By: | /s/ Mindy Gilbert |
Name: Mindy Gilbert | ||
Title: Executive Vice President and Chief Legal Officer |
Exhibit 99.1
Date: March 3, 2025 |
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100 University Avenue, 8th floor |
To: All Canadian Securities Regulatory Authorities | |
Subject: GFL ENVIRONMENTAL INC. | |
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: |
Meeting Type : | Annual General Meeting |
Record Date for Notice of Meeting : | March 28, 2025 |
Record Date for Voting (if applicable) : | March 28, 2025 |
Beneficial Ownership Determination Date : | March 28, 2025 |
Meeting Date : | May 14, 2025 |
Meeting Location (if available) : | Virtual Meeting |
Issuer sending proxy related materials directly to NOBO: | No |
Issuer paying for delivery to OBO: | Yes |
Notice and Access (NAA) Requirements: | |
NAA for Beneficial Holders | Yes |
Beneficial Holders Stratification Criteria: | Not Applicable |
NAA for Registered Holders | Yes |
Registered Holders Stratification Criteria: | Not Applicable |
Voting Security Details:
Description | CUSIP Number | ISIN |
MULTIPLE VOTING SHARES | 36168Q203 | CA36168Q2036 |
SUBORDINATE VOTING SHARES | 36168Q104 | CA36168Q1046 |
SERIES A PERPETUAL CONVERTIBLE PREFERRED SHARES | 36168Q500 | CA36168Q5005 |
SERIES B PERPETUAL CONVERTIBLE PREFERRED SHARES | 36168Q138 | CA36168Q1384 |
Sincerely,
Computershare
Agent for GFL ENVIRONMENTAL INC.
Exhibit 99.2
GFL Environmental Inc. Completes the Sale of its Environmental Services Business Valued at $8.0 Billion
VAUGHAN, ON, March 3, 2025 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced that it has closed the sale of its Environmental Services business for an enterprise value of $8.0 billion (the “Transaction”). GFL retained a $1.7 billion equity interest in the Environmental Services business.
GFL intends to use up to $3.75 billion of the net proceeds from the Transaction to repay debt, making available up to $2.25 billion for share repurchases, subject to market conditions, and the balance for transaction fees and general corporate purposes.
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing solid waste management services through its platform of facilities across Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 15,000 employees.
Forward-Looking Statements
This release includes certain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”), within the meaning of applicable U.S. and Canadian securities laws, respectively, including statements relating to the expected financial and other benefits of the Transaction to GFL and its shareholders, as well as GFL’s expected use of proceeds. Forward-looking information includes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets, operations and services. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or opportunities, the markets in which we operate, potential deleveraging transactions or potential share repurchases are forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances. Without limiting the foregoing, there can be no assurance that any debt repayment will be in an amount or on terms as favorable to GFL as is anticipated by such forward looking information, or that GFL undertakes any share repurchase or if so as to the size, price or other terms thereof or its success.
Forward-looking information is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward- looking information, including but not limited to certain assumptions set out herein; our ability to use the net proceeds of the Transaction for deleveraging or potential share repurchases; currency exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes; labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our ability to maintain a favourable working capital position; the impact of competition; the changes and trends in our industry or the global economy; and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect our forward-looking information can be found in the “Risk Factors” section of GFL’s annual information form for the year ended December 31, 2024 and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward- looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws.
All references to “$” in this press release are to Canadian dollars, unless otherwise noted.
For more information:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.com