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Hulk Finance Corp. Announces Proposed Private Offering of Senior Notes in Connection with the Recapitalization of GFL Environmental Inc.

05/03/2018

VAUGHAN, ON, May 3, 2018 /CNW/ - As part of the recapitalization of GFL Environmental Inc. ("GFL" or the "Company") in connection with the previously announced acquisition (the "Acquisition") by Hulk Acquisitions Corp. ("Buyer") of certain equity interests in GFL Environmental Holdings Inc. ("Holdings"), Hulk Finance Corp. ("Hulk Finance") today announced that it is planning to commence, subject to market and other conditions, a private offering of US$400 million in aggregate principal amount of senior notes due 2026 (the "Notes").

Buyer is the parent entity of Hulk Finance and, upon the consummation of the Acquisition, will be owned by a group of investors including BC Partners Advisors L.P., Ontario Teachers' Pension Plan Board and Patrick Dovigi and/or his affiliates.

The gross proceeds from the offering of the Notes (the "Notes Offering") are expected to be funded into escrow. Substantially concurrently with the consummation of the Acquisition and the release of the escrowed funds, Hulk Finance will become a subsidiary of and be wound up into GFL, and in connection with such wind up Hulk Finance will assign and GFL will assume the Notes. The net proceeds of the Notes Offering will be used, together with proceeds from proposed borrowings of up to US$435 million of senior secured term loans (including US$100 million delayed-draw term loans), to fund the redemption of any and all of GFL's outstanding 9.875% senior notes due 2021 (the "2021 Notes") (which redemption will be subject to, among other things, consummation of the Acquisition and receipt of sufficient funds from the Notes Offering and such other borrowings to pay the redemption price), repay amounts drawn under GFL's revolving credit facility and to pay transaction fees and expenses, including call premiums.

The Notes being offered by Hulk Finance in the Notes Offering have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.

This release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

This release does not constitute a notice of redemption for the 2021 Notes.

About GFL Environmental Inc.

GFL, headquartered in Vaughan, ON, is a diversified environmental services company providing a comprehensive line of solid waste, infrastructure & soil remediation, and liquid waste services through its platform of facilities across Canada and in Southeastern Michigan. GFL has a workforce of approximately 5,000 employees and provides its broad range of environmental services to more than 60,000 commercial and industrial customers and its solid waste collection services to more than 2.3 million households.

Forward-Looking Information

This release may contain forward-looking information including but not limited to the potential for an offering and issuance of the Notes by Hulk Finance, the use of proceeds therefrom, the recapitalization of GFL and Holdings and the Acquisition. Such forward-looking information is based on certain assumptions and analysis made by GFL in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to GFL's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from GFL's expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by GFL in connection with the Notes Offering.

SOURCE GFL Environmental Inc.

For further information: Patrick Dovigi, Founder, President and Chief Executive Officer, +1 416 673 9385, pdovigi@gflenv.com

Related Links

www.gflenv.com

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