GFL Environmental Inc. (TSX:GFL) entered into a definitive agreement to acquire a Portfolio of Vertically Integrated Solid Waste Collection, Transfer, Recycling and Disposal Assets from Advanced Disposal Services, Inc. (NYSE:ADSW) and Waste Management, Inc. (NYSE:WM) for approximately $840 million on June 24, 2020. The assets to be acquired, include 32 collection operations, 36 transfer stations and 18 landfills supported by 380 collection vehicles across 10 U.S. states, represent substantially all of the divestiture assets expected to result from the previously announced acquisition of Advanced Disposal Services, Inc. by Waste Management, Inc ("WM-ADS Transaction"). Advanced Disposal Services and Waste Management entered into amendment No. 1 agreement with GFL Environmental on July 29, 2020. In accordance with the amendment, GFL agreed to purchase additional assets (the “Additional Assets”) of Advanced Disposal and Waste Management, which constituted the remaining assets, and as a result, the aggregate purchase price increased from $835 million to $863.5 million, subject to certain post-closing adjustments (collectively with the other transactions contemplated by the purchase agreement, the “GFL divestiture transaction”). The company currently anticipates funding the acquisition using a combination of capacity under its revolving credit facility and cash on hand but will evaluate other longer-term strategic and opportunistic financing opportunities as they present themselves. As of August 25, 2020, GFL announced to finance the transaction from the net proceeds of upsized offering of $750 million senior notes, private placement of perpetual convertible preferred shares of $600 million and cash on hand.

The portfolio generated revenues of approximately $345 million in 2019. An experienced management team will join GFL. The acquisition is subject to certain customary closing conditions, including approval by the U.S. Department of Justice and the closing of the WM-ADS Transaction. Closing is expected to occur in the third quarter of 2020. The completion is anticipate by late third quarter or early fourth quarter of 2020. As of the September 29, 2020, the transaction is expected to close on October 1, 2020. The transaction is expected to to be immediately accretive to free cash flow. Barclays is serving as exclusive financial advisor to GFL and Latham & Watkins LLP is serving as GFL's legal counsel. Centerview Partners LLC acted as financial advisor to Waste Management, Inc. Alan Klein, Chris May, Brian Robbins, Jamin Koslow, Daniel Venditti, Michael Isby, Krista McManus, John Creed, Scott Grundei, Brian Rosenzweig, Andy Lacy, Peter Guryan, Genevieve Dorment and Steve DeLott of Simpson Thacher & Bartlett LLP acted as legal advisors to Waste Management, Inc. Scott Petepiece and Daniel Litowitz of Shearman & Sterling LLP acted as legal advisors to Advanced Disposal Services.

GFL Environmental Inc. (TSX:GFL) completed the acquisition of a Portfolio of Vertically Integrated Solid Waste Collection, Transfer, Recycling and Disposal Assets from Advanced Disposal Services, Inc. (NYSE:ADSW) and Waste Management, Inc. (NYSE:WM) on October 30, 2020.