UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission File Number: 001-39240

 

 

GFL Environmental Inc. 

(Translation of registrant’s name intoEnglish)

 

 

100 New Park Place, Suite 500 

Vaughan, Ontario, Canada L4K 0H9 

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨              Form 40-F x

 

Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

 

 

 

 

EXHIBIT INDEX

 

The following Exhibit 99.1 is furnished as part of this CurrentReport on Form 6-K.

 

Exhibit 
Number
  Description
     
99.1   Press Release, dated August 7, 2025

 

 

 

 

SIGNATURE

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

  GFL Environmental Inc.
     
Date: August 7, 2025 By: /s/ Mindy Gilbert
    Name:  Mindy Gilbert
    Title:    Executive Vice President and Chief Legal Officer

 

 

 

Exhibit 99.1

 

 

 

GFL Environmental Inc. AnnouncesAgreement to Recapitalize Green Infrastructure Partners at an Enterprise Value of $4.25 Billion with Investment from Energy CapitalPartners

 

VAUGHAN, ON, ANDSUMMIT, N.J., August 7, 2025 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) todayannounced that Green Infrastructure Partners (“GIP”) has entered into a definitive agreement with funds managed by EnergyCapital Partners, LLC (“ECP”) to recapitalize its business at an enterprise value of $4.25 billion. GIP is a leading vertically integrated infrastructure company established in 2022 by GFL, funds managed by HPS Investment Partners Inc.(“HPS Investment Partners” or “HPS”) and Patrick Dovigi.

 

On the closing ofthe transaction, GIP will receive aggregate gross proceeds of $775.0 million, of which it intends to return approximately $585.0 millionto its shareholders and apply $175.0 million to its balance sheet to fund future growth. GFL will receive approximately $200.0 millionof the $585.0 million shareholder distribution. Pro forma for the transaction, GIP’s total equity value will be approximately $3.0billion. After the distribution to GFL of approximately $200.0 million, GFL will own an approximate 30.1% interest in GIP valued at approximately$895.0 million. HPS and Mr. Dovigi will each also continue to hold a minority stake in GIP and support the company’s futuregrowth. The transaction is expected to close on or about September 2, 2025.

 

“The recapitalization of GIP at an enterprisevalue of $4.25 billion is a testament to the quality of the business its management team has built since we started GIP in April 2022,”said Patrick Dovigi, Founder and Chief Executive Officer of GFL. “The approximately $200.0 million in proceeds that GFL will receivefrom the transaction will be used for general corporate purposes, including de-levering our balance sheet, executing on our organic andinorganic growth strategies, including our robust M&A pipeline, and pursuing opportunistic share buybacks, subject to market conditions.This transaction allows GFL to monetize part of our position in GIP in a tax efficient manner, while still retaining a meaningful equityinterest that will allow us to participate in what we expect to be continued value creation from the GIP business.”

 

Mr. Dovigi continued, “After a robust evaluationshowing significant interest in GIP, the board of GIP selected ECP to partner with on this transaction. ECP is a leading investor in criticalinfrastructure, with deep expertise and a demonstrated track record of value creation for its stakeholders. We look forward to workingwith ECP on executing GIP’s growth strategy.”

 

Mr. Dovigi concluded, “Over the years, Ihave re-iterated my belief that we could create $1.0 billion of value for GFL shareholders through our investment in GIP. Our originalinvestment of approximately $250.0 million in 2022 has grown to approximately $1.1 billion in just over three years. That is a directreflection of the strength of GFL’s management team and the execution of our strategies to create long term shareholder value. Webelieve that this recapitalization positions GIP to significantly exceed our original value expectations in the near term and sets thecompany up for an exciting period of growth.”

 

 

 

 

Scot French, Founding Partner and Co-Presidentof HPS, said, “We congratulate management on this significant milestone and thank our longstanding partners at GFL for their visionand steadfast execution in building Canada’s premier infrastructure service provider. We are proud to invest in companies like GIPand GFL that play an important role in maintaining and improving the critical infrastructure and essential services that people rely onevery day. We look forward to continuing to partner with GFL in unlocking additional shareholder value together with GIP in its next chapterof growth.”

 

“We see significant tailwinds for GIP’sessential, vertically-integrated infrastructure offerings,” said Drew Brown, Partner at ECP. “This transaction will provideGIP with access to significant capital to execute on a compelling M&A pipeline that we believe is particularly actionable in the near-term.With two decades of investing in North American infrastructure, ECP is well-equipped to act as a value-add partner with GIP, and we lookforward to working with the talented GIP and GFL leadership teams to execute on a shared vision for growth and margin enhancement.”

 

About GFL

 

GFL, headquartered in Vaughan, Ontario, is thefourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management servicesthrough its platform of facilities throughout Canada and 18 U.S. states. Across its organization, GFL has a workforce of more than 15,000employees.

 

About HPS Investment Partners

 

HPS Investment Partners, LLC is a leading global,credit-focused alternative investment firm that seeks to provide creative capital solutions and generate attractive risk-adjusted returnsfor our clients. We manage various strategies across the capital structure, including privately negotiated senior debt; privately negotiatedjunior capital solutions in debt, preferred and equity formats; liquid credit including syndicated leveraged loans, collateralized loanobligations and high yield bonds; asset-based finance and real estate. The scale and breadth of our platform offers the flexibility toinvest in companies large and small, through standard or customized solutions. At our core, we share a common thread of intellectual rigorand discipline that enables us to create value for our clients, who have entrusted us with approximately $157 billion of assets undermanagement as of March 31, 2025. For more information, visit hpspartners.com.

 

About ECP

 

Energy Capital Partners (ECP), founded in 2005,is a leading investment firm across energy transition infrastructure, with a focus on investing in electricity and sustainability infrastructureproviding reliable, affordable and clean energy. In 2024, ECP combined with London listed Bridgepoint Group Plc (LSE: BPT.L) to createa global leader in value added middle-market investing with a combined $87 billion of assets under management across private equity, creditand infrastructure.

 

Forward-Looking Statements

 

This release includes certain “forward-lookingstatements” and “forward-looking information” (collectively, “forward-looking information”), within themeaning of applicable U.S. and Canadian securities laws, respectively, including statements relating to the expected financial and otherbenefits of the recapitalization to GFL and its shareholders as well as GFL’s expected use of proceeds. Forward-looking informationincludes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidanceand anticipated events or results and may include statements regarding our financial performance, financial condition or results, businessstrategy, growth strategies, budgets, operations and services. Particularly, statements regarding our expectations of future results,performance, achievements, prospects or opportunities potential share repurchases or potential strategic transactions are forward-lookinginformation. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such words and phrases or statements that certain actions, eventsor results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition,any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events orcircumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurancesof future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.Without limiting the foregoing, there can be no assurance that GIP will complete the recapitalization described herein.

 

 

 

 

Forward-looking information is based on our opinions,estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to knownand unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performanceor achievements to be materially different from those expressed or implied by such forward- looking information, including but not limitedto certain assumptions set out herein; our ability to obtain and maintain existing financing on acceptable terms; our ability to sourceand execute on acquisitions on terms acceptable to us; our ability to find purchasers for and complete any divestiture of assets on termsacceptable to us; our ability to use the proceeds of the recapitalization of GIP for deleveraging or potential share repurchases; currencyexchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes;labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our abilityto maintain a favourable working capital position; the impact of competition; the changes and trends in our industry or the global economy;and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect our forward-lookinginformation can be found in the “Risk Factors” section of GFL’s annual information form for the year ended December31, 2024 and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similarregulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluatingour forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that theunderlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factorsthat could cause actual results to differ materially from those contained in forward-looking information, there may be other factors notcurrently known to us or that we currently believe are not material that could also cause actual results or future events to differ materiallyfrom those expressed in such forward- looking information. There can be no assurance that such information will prove to be accurate,as actual results and future events could differ materially from those anticipated in such information. The forward-looking informationcontained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made),and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-lookinginformation whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securitieslaws.

 

All references to “$” in this pressrelease are to Canadian dollars.

 

Contacts

 

GFL:

 

Patrick Dovigi

+1 905-326-0101

pdovigi@gflenv.com

 

ECP:

FGS Global

Akash Lodh / Nick Rust

ECP@fgsglobal.com