GFL Environmental Inc. and SECURE 91²Ö¿â Infrastructure Corp. announces that they have entered into a definitive agreement pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of SECURE for $24.75 per SECURE common share, representing an enterprise value of approximately $6.4 billion.
SECURE operates a large scale, diversified waste management platform in Western Canada and North Dakota through its vertically integrated network of assets across over 80 locations, including 12 landfills, 55 waste treatment facilities, 12 recycling facilities, 98 injection wells and 5 transfer stations. SECURE’s operations are supported by a proven management team and over 2,000 employees.
“The acquisition of SECURE will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in Western Canada, significantly enhance our scale and expand our ability to offer customers a full suite of waste management services”, said Patrick Dovigi, Founder and CEO of GFL.
Dovigi continued, “The transaction reinforces GFL’s goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multi-year financial targets we outlined at our Investor Day in early 2025. The high-quality portfolio of acquired assets coupled with SECURE’s strong operating margins and lower maintenance capital intensity are expected to increase Adjusted EBITDA margin(1) to 31.6% and Adjusted Free Cash Flow(1)conversion to between 40.5% and 42.5%. The transaction is also expected to be immediately accretive to Adjusted Free Cash Flow(1) per share by 12% to 15%. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year end Net Leverage(1) in the low-to-mid 3s. Additionally, the transaction increases GFL’s float weighted market capitalization which provides greater liquidity and enhances potential for broader future equity index inclusion.”
“With this transaction, we have delivered to SECURE shareholders an immediate premium to market value, crystalizing the intrinsic value in our shares and delivering approximately $5.5 billion of equity value to shareholders”, said Mick Dilger, Chairman of the Board of Directors of SECURE (the “SECURE Board”). “We have long respected how Patrick and his team have grown GFL over the years and believe that the 16% ownership interest that SECURE common shareholders will retain in the combined company will provide shareholders with meaningful upside as GFL continues to execute on its growth strategy.”
“The transaction will combine SECURE’s hard to replicate infrastructure network with GFL’s broader platform, strengthening GFL’s ability to capture more waste streams across the value chain,” said Allen Gransch, President and CEO of SECURE. “We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders.”
Dovigi concluded, “We are excited that Allen and SECURE’s other senior management will continue to lead the business following closing as both employees and shareholders of GFL. We look forward to welcoming the over 2,000 SECURE employees to the GFL family.”