As filed with the Securities and Exchange Commission on March 6, 2020

Registration No. 333-         

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GFL Environmental Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Ontario, Canada

 

N/A

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

100 New Park Place, Suite 500
Vaughan, Ontario, Canada

(Address of Principal Executive Offices) (Zip Code)

 

 

GFL Environmental Inc. Omnibus Long-Term Incentive Plan

GFL Environmental Inc. Director DSU Plan

(Full Title of the Plans)

 

 

Patrick Dovigi
Founder and Chief Executive Officer
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
Telephone: (905) 326-0101

(Name, address and telephone number, including area code, of agent for service)

 

 

Corporate Creations Network Inc.
3411 Silverside Road, Tatnall Building, Suite 104
Wilmington, DE 19810
(302) 351-3367

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies of all notices, orders and communication to:

 

Ryan Bekkerus, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

o

 

 

 

 

Non-accelerated filer

x

Smaller reporting company

o

 

 

 

 

Emerging growth company

o

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of securities
to be registered

 

Amount
to be
registered

 

Proposed
maximum
offering price
per share(3)

 

Proposed
maximum
aggregate
offering price(3)

 

Amount of
registration fee

 

Subordinate voting shares, no par value (1) (2)

 

32,642,076

 

$

17.43

 

$

568,951,385

 

$

73,849.89

 

(1)                   Covers subordinate voting shares (the “Subordinate Voting Shares”) of GFL Environmental Inc. (the “Company” or the “Registrant”) issuable under (1) the GFL Environmental Inc. Omnibus Long-Term Incentive Plan and (2) the GFL Environmental Inc. Director DSU Plan.

(2)                   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional Subordinate Voting Shares that may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)                   Pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based upon the average of the high and low prices of the Subordinate Voting Shares on the New York Stock Exchange on March 4, 2020.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the GFL Environmental Inc. Omnibus Long-Term Incentive Plan and the GFL Environmental Inc. Director DSU Plan as covered by this Registration Statement on Form S-8 (the “Registration Statement”) and as required by Rule 428(b)(1).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed with the Securities and Exchange Commission (the “Commission”) by GFL Environmental Inc. (the “Company”) are hereby incorporated by reference in this Registration Statement:

 

(a)                  the Company’s Prospectus dated March 2, 2020 filed with the Commission pursuant to Rule 424(b) of the Securities Act relating to the Company’s Registration Statement on Form F-1 (Registration No. 333-232731) for the offering of Subordinate Voting Shares (the “Prospectus”); and

 

(b)                  the Company’s Registration Statement on Form 8-A (File No. 001-39240) filed on March 3, 2020.

 

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

GFL Environmental Inc. is a corporation incorporated under the laws of the province of Ontario.

 

Section 136 of the OBCA authorizes a corporation to indemnify past and present directors and officers of the corporation and any other individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, and the corporation may advance moneys to such indemnified persons. The foregoing indemnification is prohibited under the OBCA unless (i) the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of any other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request and (ii) if the matter is a criminal or

 

2

 

administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

 

Our Articles provide that we shall indemnify directors and officers.

 

We have entered into indemnity agreements with our directors and certain executive officers which provide, among other things, that we will indemnify each such individual to the fullest extent permitted by law and as permitted by the OBCA from and against all judgements, penalties, fines or settlements to which he or she may be liable, and expenses that he or she may actually and reasonably incur, as a result of his or her actions in the exercise of his or her duties as director or officer, provided that we shall not indemnify such individual if, among other things, he or she did not act honestly and in good faith with a view to our best interests and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

 

We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

3

 

Item 8. Exhibits.

 

The following exhibits are filed as part of this Registration Statement.

 

Exhibit
Number

 

Description

 

 

 

  4.1

 

Form of Articles of Amalgamation of GFL Environmental Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Registration Statement on Form F-1, as filed with the Commission on October 23, 2019).

 

 

 

  4.2

 

Form of By-law No. 1 of GFL Environmental Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form F-1, as filed on February 25, 2020).

 

 

 

  4.3

 

GFL Environmental Inc. Omnibus Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Company’s Registration Statement on Form F-1, as filed on October 23, 2019).

 

 

 

  4.4

 

Form of GFL Environmental Inc. Director DSU Plan (incorporated herein by reference to Exhibit 10.6 of the Company’s Registration Statement on Form F-1, as filed on October 23, 2019).

 

 

 

  5.1*

 

Opinion of Stikeman Elliot LLP.

 

 

 

23.1*

 

Consent of Deloitte LLP.

 

 

 

23.2*

 

Consent of PricewaterhouseCoopers LLP.

 

 

 

23.3*

 

Consent of PricewaterhouseCoopers LLP.

 

 

 

23.4*

 

Consent of Stikeman Elliot LLP (included in Exhibit 5.1 hereto).

 

*  Filed herewith.

 

4

 

Item 9. Undertakings.

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act ) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

5

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Province of Ontario, Canada on the 6th day of March, 2020.

 

 

GFL Environmental Inc.

 

 

 

 

By:

/s/ PATRICK DOVIGI

 

 

 

 

 

Name:

Patrick Dovigi

 

 

Title:

President, Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on March 6, 2020.

 

Signature

 

Title

 

 

 

/s/ PATRICK DOVIGI

 

President, Chief Executive Officer and Director (Principal Executive Officer)

Patrick Dovigi

 

 

 

 

 

 

 

/s/ LUKE PELOSI

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Luke Pelosi

 

 

 

 

/s/ DINO CHIESA

 

Director

Dino Chiesa

 

 

 

 

 

/s/ SHAHIR GUINDI

 

Director

Shahir Guindi

 

 

 

 

 

/s/ ARUN NAYAR

 

Director

Arun Nayar

 

 

 

 

 

/s/ PAOLO NOTARNICOLA

 

Director

Paolo Notarnicola

 

 

 

 

 

/s/ VEN POOLE

 

Director

Ven Poole

 

 

 

 

 

/s/ RAYMOND SVIDER

 

Director

Raymond Svider

 

 

 

 

 

/s/ BLAKE SUMLER

 

Director

Blake Sumler

 

 

 

6

Exhibit 5.1

 

 

March 6, 2020

 

 

GFL Environmental Inc.
100 New Park Place Suite 500

Vaughan, Ontario

L4K 0H9
Canada

 

 

Dear Sirs/Mesdames:

 

Re:     Registration of 32,642,076 subordinate voting shares of GFL Environmental Inc.

 

We have acted as Canadian counsel to GFL Environmental Inc., a corporation incorporated and existing under the laws of the Province of Ontario (the “Company”), in connection with the registration under the United States Securities Act of 1933 (the “Securities Act”), as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed on or about the date hereof with the United States Securities and Exchange Commission (the “SEC”), of:

 

1.              Up to 32,642,076 subordinate voting shares of the Company (the “LTIP Shares”) issuable under the GFL Environmental Inc. Long-Term Omnibus Incentive Plan (the “LTIP”); and

 

2.              Up to 32,642,076 subordinate voting shares of the Company (the “DSU Shares” and together with the LTIP Shares, the “Registration Shares”) issuable under the GFL Environmental Inc. Deferred Share Unit Plan (the “DSU Plan”).

 

The maximum amount of Registration Shares issuable under both the LTIP and the DSU Plan is 32,642,076 in the aggregate.

 

For purposes of this opinion, we have we have examined the Registration Statement and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the “Corporate Documents”):

 

a)             the certificate of incorporation of the Company;

 

b)             the form of articles of the Company to be effective upon completion of Offering (the “Articles”);

 

c)              the form of by-laws of the Company to be effective upon completion of the Offering (the “By-Laws” and together with the Articles, the “Constating Documents”);

 

d)             certain resolutions of the Company’s directors and shareholders; and

 

e)              a certificate of an officer of the Company with respect to certain factual matters (the “Officer’s Certificate”).

 

We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing our opinion.

 

In examining all documents and in providing our opinion we have assumed that:

 

 

a)             all individuals had the requisite legal capacity, all signatures are genuine, all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;

 

b)             all signatures are genuine;

 

c)              all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; and

 

d)             all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of Company including, without limitation, the Officer’s Certificate, are complete, true and accurate.

 

We are qualified to carry on the practice of law in the province of Ontario and we express no opinion as  to any laws, or matters governed by any laws, other than the laws of the province of Ontario and the federal laws of Canada applicable therein. Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.

 

Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, the Registration Shares have been duly authorized and reserved for issuance pursuant to the LTIP and the DSU Plan, as applicable, and when issued in accordance with the terms of the LTIP and the DSU Plan, as applicable, the Registration Shares will be validly issued as fully paid and non-assessible.

 

This opinion is rendered solely in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to Company, the Registration Statement or the Registration Shares. We express no opinion as to the adequacy of any consideration received by the Company.  Our opinion as to the issuance of the Registration Shares as fully paid and non-assessable is based on the assumption that all required consideration (in whatever form) has been or will be paid or provided.  This opinion may not be used or relied upon by you for any other purpose or used or relied upon by any other person.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the rules and regulations of the SEC. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.

 

Yours very truly,

 

/s/ Stikeman Elliott LLP

 

Stikeman Elliott LLP

 

2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2020 relating to the consolidated financial statements of GFL Environmental Holdings Inc. (new) (“Successor”) as of December 31, 2019 and 2018, and for the year ended December 31, 2019, and the period from June 1, 2018 to December 31, 2018 (Successor), and of GFL Environmental Holdings Inc. (old) (“Predecessor”) for the year ended December 31, 2017 and the period from the period from January 1, 2018 to May 31, 2018 (Predecessor) appearing in GFL Environmental Holdings Inc.’s Registration Statement No. 333-232731 on Form F-1, as amended.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants

 

Licensed Public Accountants

 

March 6, 2020

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT AUDITORS

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GFL Environmental Holdings, Inc. of our report dated June 17, 2019 relating to the consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (the “Successor”), which appears in Amendment No. 10 to the Registration Statement on Form F-1 (No. 333-232731) of GFL Environmental Holdings, Inc.

 

/s/ PricewaterhouseCoopers LLP

 

Raleigh, North Carolina

 

March 6, 2020

 

 

Exhibit 23.3

 

CONSENT OF INDEPENDENT AUDITORS

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GFL Environmental Holdings, Inc. of our report dated June 17, 2019 relating to the consolidated statements of operations, of shareholder’s equity (deficit) and noncontrolling interests and of cash flows of Marlin Intermediate Holdco Inc. and its subsidiaries (the “Predecessor”), which appears in Amendment No. 10 to the Registration Statement on Form F-1 (No. 333-232731) of GFL Environmental Holdings, Inc.

 

/s/ PricewaterhouseCoopers LLP

 

Raleigh, North Carolina

 

March 6, 2020