GFL Environmental’s $2.825 Billion Merger with Waste Industries

Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP acted as legal advisors to GFL. Latham & Watkins LLP and Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Waste Industries. Lee Lloyd advised the Poole family.

GFL Environmental Inc. and Waste Industries have entered into a definitive merger agreement in a transaction that values Waste Industries at a total enterprise value of US$2.825 billion. The transaction, which is expected to close in the fourth quarter of 2018, is subject to customary regulatory approvals.

Following its recapitalization completed in May, 2018 with a consortium led by affiliates of BC Partners and including affiliates of Ontario Teachers’ Pension Plan and others, GFL is one of the largest environmental services companies in North America. Since its founding by the Poole family in 1970, Waste Industries has grown to become the premier independent, vertically integrated solid waste management company in the Southeastern United States. When combined with GFL’s existing solid waste operations, GFL and Waste Industries will become the largest privately owned environmental services company in North America with operations in all Canadian provinces except Prince Edward Island and in 10 states in the United States. The combined company will operate 98 collection operations, 59 transfer stations, 29 material recovery facilities, 10 organics facilities and 47 landfills, and will have more than 8,850 employees. Patrick Dovigi will continue to be the President and CEO of the combined company.

Certain shareholders, including the founding Poole family, and members of management are contributing committed capital and are expected to become shareholders of GFL in connection with the transaction. Waste Industries’ current Chairman and CEO, Ven Poole, will also join GFL’s Board of Directors upon closing of the transaction.

Simpson Thacher advised GFL Environmental Inc. with a team including Anthony Vernace (Picture), Mark Viera and Ethan Kim (M&A); Jennifer Hobbs and Eli Isak (Banking & Credit); Ryan Bekkerus and Lisa Zhang (Capital Markets); Greg Grogan, Jamin Koslowe and Aria Mahboubi (ECEB); Gary Mandel, Drew Purcell, Sophie Staples and Pierce Pandolph (Tax); Adeeb Fadil and Noreen Lavan (Environmental); Jason Glover and Amin Ebrahim (Funds); Marcela Robledo (IP); Dennis Loiacono (Real Estate); Peter Guryan, Kelly Karapetyan, Kenneth Ehrhard and Joshua Hazan (Antitrust); and Jonathan Lindabury (Derivatives).

 

Involved fees earner: Anthony Vernace – Simpson Thacher & Bartlett; Mark Viera – Simpson Thacher & Bartlett; Jennifer Hobbs – Simpson Thacher & Bartlett; Eli Isak – Simpson Thacher & Bartlett; Ryan Bekkerus – Simpson Thacher & Bartlett; Lisa Zhang – Simpson Thacher & Bartlett; Gregory Grogan – Simpson Thacher & Bartlett; Jamin Koslowe – Simpson Thacher & Bartlett; Aria Mahboubi – Simpson Thacher & Bartlett; Gary Mandel – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; Pierce Pandolph – Simpson Thacher & Bartlett; Adeeb Fadil – Simpson Thacher & Bartlett; Noreen Lavan – Simpson Thacher & Bartlett; Jason Glover – Simpson Thacher & Bartlett; Amin Ebrahim – Simpson Thacher & Bartlett; Marcela Robledo – Simpson Thacher & Bartlett; Dennis Loiacono – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Kenneth Ehrhard – Simpson Thacher & Bartlett; Joshua Hazan – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: GFL Environmental Inc;

 

Author: Ambrogio Visconti