0001193125-23-032619.txt : 20230210 0001193125-23-032619.hdr.sgml : 20230210 20230210161704 ACCESSION NUMBER: 0001193125-23-032619 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230210 DATE AS OF CHANGE: 20230210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GFL Environmental Inc. CENTRAL INDEX KEY: 0001780232 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 830700795 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91749 FILM NUMBER: 23612141 BUSINESS ADDRESS: STREET 1: 100 NEW PARK PLACE, SUITE 500 CITY: VAUGHAN STATE: A6 ZIP: L4K 0H9 BUSINESS PHONE: 9053260101 MAIL ADDRESS: STREET 1: 100 NEW PARK PLACE, SUITE 500 CITY: VAUGHAN STATE: A6 ZIP: L4K 0H9 FORMER COMPANY: FORMER CONFORMED NAME: GFL Environmental Holdings Inc. DATE OF NAME CHANGE: 20190619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HPS Investment Partners, LLC CENTRAL INDEX KEY: 0001670185 IRS NUMBER: 208774276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122876767 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Highbridge Principal Strategies, LLC DATE OF NAME CHANGE: 20160323 SC 13G/A 1 d462460dsc13ga.htm SC 13G/A SC 13G/A

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

 

GFL Environmental Inc.

(Name of Issuer)

Subordinate voting shares, no par value

(Title of Class of Securities)

36168Q104

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 36168Q104   Schedule 13G   Page 1 of 5

 

  1    

  Names of Reporting Persons

 

  HPS Investment Partners, LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of Shares Beneficially   Owned by Each Reporting Person With    5     

  Sole Voting Power

 

  0

   6   

  Shared Voting Power

 

  35,110,756

   7   

  Sole Dispositive Power

 

  0

   8   

  Shared Dispositive Power

 

  35,110,756

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  35,110,756

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  Not Applicable

11  

  Percent of Class Represented by Amount in Row 9

 

  9.6%

12  

  Type of Reporting Person

 

  OO (Limited Liability Company)

 

CUSIP No. 36168Q104   Schedule 13G   Page 2 of 5

 

ITEM 1. (a)

Name of Issuer:

GFL Environmental Inc. (the “Issuer”).

 

  (b)

Address of Issuer’s Principal Executive Offices:

100 New Park Place, Suite 500

Vaughan, Ontario, Canada L4K 0H9

 

ITEM 2. (a)

Name of Person Filing:

The Schedule 13G is being filed by HPS Investment Partners, LLC, a Delaware limited liability company (“HPS”, or the “Reporting Person”). HPS is the sole member of HPS Mezzanine Management III, LLC, which is the investment manager of each of Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P., and MP III Offshore Mezzanine Investments, L.P. (the “III Funds”). HPS is the sole member of HPS Mezzanine Management 2019, LLC, which is the investment manager of each of HN Co-Investment Fund, L.P., Galaxy III Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., MP 2019 AP Mezzanine Master, L.P., and MP 2019 Mezzanine Master, L.P. (collectively, the “2019 Funds”). HPS is also the sole member of HPS Strategic Investment Management V, LLC, which is the investment manager of each of SIP V Onshore Mezzanine Master, L.P., SIP V Mezzanine Master, L.P., and SIP V AP Mezzanine Master, L.P. (the “V Funds”). HPS Mezzanine Management 2019, LLC is the investment manager of HPS VG Co-Investment Fund, L.P. (together with the III Funds, the V Funds and the 2019 Funds, the “Funds”). As such, HPS has the power to vote and dispose of the securities held by the Funds, and as such, may be deemed to beneficially own the securities held by the Funds.

 

  (b)

Address or Principal Business Office:

The business address of the Reporting Person is 40 West 57th Street, 33rd Floor, New York, NY 10019.

 

  (c)

Citizenship of each Reporting Person is:

The Reporting Person is organized under the laws of the state of Delaware.

 

  (d)

Title of Class of Securities:

Subordinate voting shares, no par value.

 

  (e)

CUSIP Number:

36168Q104

CUSIP No. 36168Q104   Schedule 13G   Page 3 of 5

 

ITEM 3.

Not applicable.

 

ITEM 4.

Ownership.

(a-b) Amount beneficially owned:

As of December 31, 2022, HPS may be deemed to be the beneficial owner of an aggregate of 35,110,756 subordinate voting shares representing 9.6% of the outstanding subordinate voting shares, which includes (i) 27,842,293 subordinate voting shares issuable upon conversion of 28,571,428 shares of Series A convertible preferred shares (the “Series A Preferred Shares”) held of record by the Funds and (ii) 7,268,463 subordinate voting shares issuable upon conversion of 8,196,721 shares of Series B convertible preferred shares (the “Series B Preferred Shares” and, together with the Series A Preferred Shares, the “Preferred Shares”) held of record by the Funds. The percentage of the subordinate voting shares beneficially owned is based on (i) 331,591,109 subordinate voting shares outstanding as of September 30, 2022, as reported by the Issuer in voluntary supplemental material filed with the Securities and Exchange Commission on November 3, 2022 and (ii) 35,110,756 subordinate voting shares issuable upon conversion of 36,768,149 Preferred Shares held of record by the Funds.

(c) Number of shares as to which the person has:

(i) Sole power to direct the vote:

See row 5 of the cover page of the Reporting Person.

(ii) Shared power to vote or to direct the vote:

See row 6 of the cover page of the Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See row 7 of the cover page of the Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See row 8 of the cover page of the Reporting Person.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

CUSIP No. 36168Q104   Schedule 13G   Page 4 of 5

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 36168Q104   Schedule 13G   Page 5 of 5

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2023

 

HPS Investment Partners, LLC
By:  

/s/ Mark Rubenstein

Name:   Mark Rubenstein
Title:   Managing Director