GFL Environmental Inc announced that it has entered into a definitive agreement with affiliates of returning investor HPS Investment Partners, LLC for private placement of 8,196,721 series B perpetual convertible preferred shares at an issue price of $36.60 per share for gross proceeds of $299,999,988.6 on September 28, 2021. The series B perpetual convertible preferred shares are initially convertible into 6,830,601 subordinate voting shares, at conversion price of $43.92 per share, representing an approximate 20% premium to the 10 days volume weighted average price of the subordinate voting shares. The company has the right to issue up to an aggregate amount of $300,000,000 of preferred shares from and after November 8, 2021 to and including December 31, 2021, on up to three occasions for incremental amounts of no less than $100,000,000 each time.

The preferred shares are subject to transfer restrictions. The company may force conversion of the preferred shares (a) on or after the three-year anniversary of the closing of the Private Placement, if the trading price per share of its subordinate voting shares closes at or above 150% of the then-applicable conversion price for at least 20 days out of 30 consecutive trading days, (b) on or after the four- year anniversary of the closing of the Private Placement, if the trading price per share of its Subordinate Voting Shares closes at or above 140% of the then-applicable conversion price for at least 20 days out of 30 consecutive trading days and (c) on or after the five- year anniversary of the closing of the Private Placement, if the trading price per share of its Subordinate Voting Shares closes at or above 130% of the then-applicable conversion price for at least 20 days out of 30 consecutive trading days. The closing of the transaction is subject to customary conditions, including approval of the Toronto Stock Exchange and the New York Stock Exchange.

The transaction has received approval of the Board of Directors of the Company. The company has also obtained the requisite approval from shareholders holding in the aggregate more than 50% of the total voting rights of the Company's issued and outstanding shares.