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Exchange Bulletin

GFL Environmental Inc. (GFL) To Trade On Toronto Stock Exchange


November 1, 2019
Issuer: GFL Environmental Inc. (the "Company")
Security: Subordinate voting shares ("Shares")
Symbol: GFL
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's fourth amended and restated preliminary base PREP prospectus dated October 23, 2019, amending and restating the preliminary base PREP prospectus dated July 19, 2019 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Shares.
 
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Shares for trading on an "if, as and when issued" basis under the trading information set out herein. Before the Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Shares will be listed on TSX.
Trading currency: CDN $
Designated market maker: Citadel Securities
Other markets: New York Stock Exchange
Settlement: Subject to the closing of the Offering: (i) all trades in "GFL" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "GFL" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
 
Parties who are entitled to receive Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "GFL" "if, as and when issued" market.
 
If and when the Offering closes, there will be no further trading in "GFL" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial, Exempt Issuer
Security ownership registration: Non-certificated inventory system administered by CDS.
Investor relations: Mindy Gilbert
(905) 326-0101, Ext. 60372
Email: mgilbert@gflenv.com 
Incorporation: Business Corporations Act (Ontario)
Fiscal year end: December 31
Nature of business: The Company is a diversified environmental services company in North America offering services including non-hazardous solid waste management, infrastructure and soil remediation, and liquid waste management.
Transfer agent and registrar: Computershare Investor Services Inc. at its principal offices in Toronto.
Dividends: Subject to applicable law, results of operations, financial condition, earnings, capital requirements, contractual obligations under the Credit Agreements and other agreements governing current and future indebtedness and other factors that the board of directors deems relevant, it is the intention of the board of directors to declare quarterly cash dividends following closing of the Offering. It is expected that future cash dividend payments will be made to shareholders of record as of the close of business on the last business day of each fiscal quarter or such other dates as the board of directors may determine.
Sponsorship: Waived
Disclosure document: The Company's fourth amended and restated preliminary base PREP prospectus dated October 23, 2019, amending and restating the preliminary base PREP prospectus dated July 19, 2019, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial public offering: Pursuant to the terms of the Prospectus, J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. (in Canada) and J.P. Morgan Securities LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets LLC and Scotia Capital (USA) Inc. (in United States), in each case on behalf of a syndicate of underwriters, are offering to the public approximately 86,533,864 Shares from treasury and 1,038,636 Shares on a secondary basis from Josaud II Holdings Inc. at a price anticipated to be between US$20 and US$24 per Share (the "Offering Price"), for gross proceeds of approximately US$1.73 billion to US$2.08 billion to the Company (assuming the over-allotment option is not exercised). In addition, the Company has granted to the underwriters an over-allotment option pursuant to which the underwriters may purchase up to an additional 15% of the Offering from treasury at the Offering Price.
TSX contact: Chris Birkett,
Director,
Toronto Stock Exchange