GFL · GFL Environmental Inc.

GFL Environmental Inc. has entered into a definitive Arrangement Agreement to acquire SECURE Waste Infrastructure Corp., a leading waste management provider in Western Canada and North Dakota, for $24.75 per common share, equating to an enterprise value of approximately $6.4 billion. The deal is structured as 80% in GFL subordinate voting shares and 20% cash, with shareholders able to elect cash, shares, or a combination subject to pro-ration. This transaction is fully financed via a bridge facility, cash on hand, and revolver capacity, with no financing conditions, and is expected to maintain GFL's credit rating profile while targeting net leverage in the low-to-mid 3s at year-end.

Strategically, the acquisition densifies GFL's Western Canadian footprint by integrating SECURE's vertically integrated network of over 80 locations, including 12 landfills, 55 waste treatment facilities, 12 recycling facilities, 98 injection wells, and 5 transfer stations, supported by 2,000 employees. SECURE's management, led by President and CEO Allen Gransch, will continue post-closing. The deal is immediately accretive to Adjusted Free Cash Flow per share by 12-15%, boosts pro forma Adjusted EBITDA margin to 31.6%, and improves Adjusted Free Cash Flow conversion to 40.5-42.5%, driven by SECURE's high-margin assets and lower maintenance capex. It enhances scale, liquidity, and index inclusion potential.

Both boards unanimously approved, with SECURE's Special Committee and Board deeming the terms fair based on fairness opinions from RBC Capital Markets and ATB Cormark. Key shareholders (20%) and management (2%) have committed support. Closing is targeted for H2 2026, pending shareholder vote (66 2/3% approval plus majority excluding conflicted votes), court and regulatory nods. Deal protections include a $200 million termination fee and right-to-match. Post-close, SECURE shares will delist from TSX.