Canadian diversified environmental services company GFL Environmental Inc. agreed to buy non-hazardous solid waste services company Waste Industries USA at an enterprise value of about US$2.83 billion.
The merger would create the largest privately owned environmental services company in North America, with operations across 10 U.S. states and in all Canadian provinces except Prince Edward Island.
The transaction, which is subject to regulatory approvals, is expected to close during the fourth quarter.
GFL founder and CEO Patrick Dovigi will serve as president and CEO of the combined company. Post-merger, GFL COO Luke Pelosi will become CFO, replacing David Bacon; Waste Industries COO Greg Yorston will assume the same role; and Waste Industries Chairman and CEO Ven Poole will become senior vice president and a board member.
Private equity firm BC Partners, privately owned pension fund Ontario Teachers' Pension Plan Board and certain other shareholders of GFL, including Dovigi, are providing new equity financing for the deal.
Barclays, Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada are providing committed debt capital, which GFL will use to fund a portion of the purchase price and to repay Waste Industries' existing debt.
Simpson Thacher & Bartlett LLP and Stikeman Elliott LLP were the legal advisers to GFL, while Latham & Watkins LLP and Wyrick Robbins Yates & Ponton LLP were the legal advisers to Waste Industries. Lee Lloyd advised the Poole family, which founded Waste Industries.