GFL renews share repurchase programs

Environmental services company GFL Environmental Inc., headquartered in Miami Beach, Florida, has announced that the Toronto Stock Exchange (TSX) has accepted its notice of intention to renew a normal course issuer bid (NCIB) for the 12-month period from March 3, 2026, to March 2, 2027. The NCIB will be conducted through the facilities of the TSX and the New York Stock Exchange (NYSE) or alternative Canadian and U.S. trading systems, if eligible.

The NCIB relates solely to GFL’s subordinate voting shares totaling 346,575,862 issued and outstanding as of Feb. 18. Under the NCIB, a maximum of 27,396,513 subordinate voting shares, representing 10 percent of the public float determined in accordance with TSX requirements as at Feb. 18, can be repurchased by GFL, which says that all shares the company repurchases under the NCIB will be canceled.

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Under the NCIB GFL was issued for the 12-month period from March 3, 2025, to March 2, 2026, the company was authorized to repurchase up to 28,046,256 subordinate voting shares, or 10 percent of its public float determined in accordance with TSX requirements as at Feb. 18, 2025. GF has purchased 18,360,127 subordinate voting shares under the current NCIB.

GFL says it also has received an exemptive relief order from the Ontario Securities Commission (OSC) permitting the company to repurchase shares from underwriters in Ontario of any secondary offering undertaken pursuant to registration rights held by certain shareholders (including BC Partners Advisors LP, Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital LLC and affiliates of funds advised or managed by HPS Investment Partners LLC).

The order, which expires Feb. 27, 2027, permits GFL to buy up to 50 percent of the shares offered for resale pursuant to any such offering, subject to a maximum of 34,657,586 shares, representing 10 percent of its current issued and outstanding shares.

A special committee of independent directors at GFL will oversee purchases made through the order to ensure they are in the best interests of the company. All such purchases will be at a discount to the closing price of the shares on the TSX and NYSE on the date the associated offering is first announced.

Any shares GFL buys pursuant to the order will not reduce the maximum number of shares available for purchase under the NCIB, and any shares purchased by GFL pursuant to the NCIB will not reduce the maximum number of shares available for purchase under the order.

GFL says it will continue to be opportunistic in its approach to repurchasing shares, whether pursuant to the NCIB, the order or other means permitted by law.