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As filed with the Securities and Exchange Commission on July 19, 2019

Registration No. 333-          


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



GFL Environmental Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)

Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
  4953
(Primary Standard Industrial
Classification Code Number)
  N/A
(I.R.S. Employer
Identification Number)

100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
Telephone: (905) 326-0101

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



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

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

Copies to:
Ryan Bekkerus, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
  Jeffrey Singer, Esq.
Jeffrey Hershenfield, Esq.
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario, Canada M5L 1B9
(416) 869-5500
  Deanna L. Kirkpatrick, Esq.
Shane Tintle, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
  Shawn McReynolds, Esq.
Jennifer Grossklaus, Esq.
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario, Canada M5V 3J7
(416) 863-0900



Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           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 ý   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 Each Class Of Securities
To Be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 

Subordinate voting shares, no par value

  US$100,000,000   US$12,120

 

(1)
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)
Includes subordinate voting shares subject to the underwriters' option to purchase additional subordinate voting shares. See "Underwriting."



           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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EXPLANATORY NOTE

        GFL Environmental Holdings Inc., a Canadian corporation formed by amalgamation on May 31, 2018 and the registrant whose name appears on the cover of this registration statement, will amalgamate with its subsidiary, GFL Environmental Inc. and will continue as GFL Environmental Inc. The amalgamation will be accounted for as a transaction between entities under common control and the net assets will be recorded at the historical cost basis retrospectively. Upon the amalgamation, GFL Environmental Inc. will become the financial reporting entity.


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion. Dated July 19, 2019.

            Shares

LOGO

GFL Environmental Inc.

Subordinate Voting Shares



        This is an initial public offering of subordinate voting shares of GFL Environmental Inc. We are offering            subordinate voting shares.

        Prior to this offering, there has been no public market for our subordinate voting shares. It is currently estimated that the initial public offering price per subordinate voting share will be between US$        and US$        . We intend to apply to list our subordinate voting shares on        under the symbol "    " and on the Toronto Stock Exchange ("TSX") under the symbol "    ".

        Following this offering, we will have two classes of shares outstanding: subordinate voting shares and multiple voting shares. The rights of the holders of our subordinate voting shares and multiple voting shares are substantially identical, except with respect to voting and conversion. The subordinate voting shares will have one vote per share and the multiple voting shares will have 10 votes per share. The subordinate voting shares are "restricted securities" within the meaning of such term under applicable Canadian securities law. The subordinate voting shares are not convertible into any other class of shares, while the multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at the option of the holder and under certain other circumstances set forth in our Articles (as defined herein). See "Description of Share Capital." After giving effect to this offering, the subordinate voting shares will collectively represent         % of our total issued and outstanding shares and        % of the voting power attached to all of our issued and outstanding shares (        % and        %, respectively, if the underwriters' option to purchase additional subordinate voting shares is exercised in full) and the multiple voting shares will collectively represent        % of our total issued and outstanding shares and        % of the voting power attached to all of our issued and outstanding shares (        % and        %, respectively, if the underwriters' option to purchase additional subordinate voting shares is exercised in full). See "Description of Share Capital—Share Capital upon Completion of the Offering."

        Upon completion of this offering, 100% of our multiple voting shares will be held by the Dovigi Group (as defined herein). For so long as BC Partners (as defined herein) holds at least 15% of the issued and outstanding shares, the Dovigi Group will only be permitted to vote the multiple voting shares that it holds in a manner consistent with the recommendations of the director nominees of BC Partners on our board of directors. See "Certain Relationships and Related Party Transactions" and "Principal Shareholders."



        See "Risk Factors" beginning on page 30 to read about factors you should consider before buying our subordinate voting shares.



        Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



       
 
 
  Per subordinate
voting share

  Total
 

Initial public offering price

  US$           US$        
 

Underwriting discounts and commissions(1)

  US$           US$        
 

Proceeds to us, before expenses

  US$           US$        

 

(1)
See "Underwriting" for additional information regarding underwriting compensation.

        To the extent that the underwriters sell more than                        subordinate voting shares, the underwriters have the option to purchase up to an additional                        subordinate voting shares at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.



        The underwriters expect to deliver the subordinate voting shares against payment in Toronto, Ontario on or about                        , 2019.

BMO
Capital Markets
  Goldman Sachs &
Co. LLC
  J.P. Morgan   RBC
Capital Markets
  Scotiabank



Prospectus dated                        , 2019.


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TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

    ii  

TRADEMARKS AND TRADE NAMES

    ii  

BASIS OF PRESENTATION

    ii  

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    30  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    58  

EXCHANGE RATE DATA

    63  

USE OF PROCEEDS

    64  

DIVIDEND POLICY

    65  

CAPITALIZATION

    66  

DILUTION

    67  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

    69  

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

    71  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    74  

BUSINESS

    120  

MANAGEMENT

    154  

EXECUTIVE COMPENSATION

    167  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    172  

PRINCIPAL SHAREHOLDERS

    175  

DESCRIPTION OF MATERIAL INDEBTEDNESS

    177  

DESCRIPTION OF SHARE CAPITAL

    182  

COMPARISON OF SHAREHOLDER RIGHTS

    190  

SHARES ELIGIBLE FOR FUTURE SALE

    198  

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

    201  

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    205  

UNDERWRITING

    209  

LEGAL MATTERS

    217  

EXPERTS

    217  

ENFORCEMENT OF CIVIL LIABILITIES

    218  

EXPENSES RELATED TO THIS OFFERING

    219  

WHERE YOU CAN FIND MORE INFORMATION

    219  

INDEX TO FINANCIAL STATEMENTS

    F-1  



        We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither we nor the underwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any

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other information others may give you. We are not, and underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is only accurate as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.


MARKET AND INDUSTRY DATA

        Market and industry data presented throughout this prospectus was obtained from third-party sources, industry reports and publications, websites and other publicly available information, including data supplied to us from the Environmental Business Journal ("EBJ"), as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate, including information provided by suppliers, customers and other industry participants. The EBJ data contained in this prospectus represents EBJ's estimates and does not represent facts. We believe that the market and economic data presented throughout this prospectus is accurate and, with respect to data prepared by us or on our behalf, that our estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this prospectus are not guaranteed and neither we nor any of the underwriters make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, neither we nor any of the underwriters have independently verified any of the data from third-party sources referred to in this prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Neither we nor the underwriters can guarantee the accuracy or completeness of such information contained in this prospectus.


TRADEMARKS AND TRADE NAMES

        This prospectus includes certain trademarks, such as "GFL Green For Life," "Green Today, Green For Life," "GFL Environmental" and "GFL" which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names.


BASIS OF PRESENTATION

        In connection with and prior to the closing of this offering, GFL Environmental Inc. will amalgamate with its parent company, GFL Environmental Holdings Inc. ("Holdings") and will continue as GFL Environmental Inc. In connection with such amalgamation, we will, among other things, amend our share capital such that it will be composed of an unlimited number of subordinate voting shares, an unlimited number of multiple voting shares, and an unlimited number of preferred shares. In addition, all of the issued and outstanding shares of the amalgamating corporations will be exchanged for subordinate voting shares and multiple voting shares of the Company. See "Description of Share Capital—Pre-Closing Capital Changes." Unless otherwise indicated, all references in this prospectus to "GFL," "we," "our," "us," "the Company" or similar terms refer to GFL Environmental Inc. and its

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consolidated subsidiaries assuming the completion of the Pre-Closing Capital Changes (as defined herein and which includes the amalgamation of Holdings and GFL Environmental Inc.).

        Holdings amalgamated with Hulk Acquisition Corp. on May 31, 2018 in connection with the investment in Holdings by certain funds and other entities managed, advised or controlled by or affiliated with BC Partners Advisors L.P. ("BC Partners"), Ontario Teachers' Pension Plan Board (collectively with the funds, partnerships or other investment vehicles managed, advised or controlled thereby, "Ontario Teachers") and affiliates of Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer. We refer to these investments and the amalgamation as the "Recapitalization." Accordingly, the consolidated financial statements for Holdings presented elsewhere in this prospectus as of and for the periods ended December 31, 2018 and May 31, 2018, and for the years ended December 31, 2017 and 2016, reflect the periods both prior and subsequent to the Recapitalization. Our fiscal year ends on December 31 of each calendar year. Our most recent fiscal year, which we refer to as "Fiscal 2018," ended on December 31, 2018. Fiscal 2018 is presented separately for (i) the predecessor period from January 1, 2018 through May 31, 2018, which we refer to as the "Predecessor 2018 Period," and (ii) the successor period from June 1, 2018 through December 31, 2018, which we refer to as the "Successor 2018 Period," with the periods prior to the Recapitalization being labeled as "Predecessor" and the periods subsequent to the Recapitalization being labeled as "Successor." The sum of the financial information for the Predecessor 2018 Period and the Successor 2018 Period is presented as "Full Year 2018" in this prospectus, including the historical financial information included herein. Full Year 2018 does not purport to represent what our actual consolidated results of operations would have been had the Recapitalization actually occurred on January 1, 2018, nor is it necessarily indicative of future consolidated results of operations. The Successor 2018 Period and the Predecessor 2018 Period capture only seven months and five months of operating results, respectively. We refer to the years ended December 31, 2017 and December 31, 2016 as "Fiscal 2017" and "Fiscal 2016," respectively. We have prepared Unaudited Pro Forma Financial Information for Full Year 2018, which gives effect to our merger with Waste Industries in November 2018 (together with related transactions, the "Waste Industries Merger") as if the Waste Industries Merger had occurred on January 1, 2018, and which we refer to as "Pro Forma 2018" in this prospectus. See "Unaudited Pro Forma Combined Financial Information."

        We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). The consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (dba Waste Industries USA) ("Waste Industries") were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). U.S. GAAP differs in certain material respects from IFRS and, as such, consolidated financial statements of Waste Industries are not comparable to financial statements of the Company prepared in accordance with IFRS.

        We publish our consolidated financial statements in Canadian dollars. In this prospectus, unless otherwise specified, all monetary amounts are in Canadian dollars, all references to "$", "C$", "CDN$", "CAD$" and "dollars" mean Canadian dollars and all references to "US$" and "USD" mean U.S. dollars.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the subordinate voting shares. You should read this entire prospectus carefully, including the sections entitled "Risk Factors," "Selected Historical Consolidated Financial Information," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Cautionary Note Regarding Forward-Looking Statements" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision.


COMPANY OVERVIEW

        GFL is the fourth largest diversified environmental services company in North America with a demonstrated ability to grow revenue in excess of our publicly-traded environmental services peers. We operate throughout Canada and in 23 states in the United States. Our diversified business model and competitive positioning in the stable environmental services industry have allowed us to maintain strong revenue growth across macroeconomic cycles. Between Fiscal 2016 and Pro Forma 2018, we grew revenue from $934 million to $2,699 million. Over the same period, our net loss increased from $(152) million to $(611) million and our Adjusted EBITDA grew from $201 million to $659 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" and "—Summary Historical Consolidated Financial and Pro Forma Information."

        Our diversified offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. Our solid waste management business line includes the collection, transportation, transfer, recycling and disposal of non-hazardous solid waste for municipal, residential, and commercial and industrial customers. Our infrastructure & soil remediation business line provides remediation of contaminated soils as well as complementary services, including civil, demolition, excavation and shoring services. In our liquid waste management business line, we collect, transport, process, recycle and/or dispose of a wide range of liquid wastes from commercial and industrial customers.

        As of the end of Full Year 2018:

    In our solid waste operations, we had more than 100 collection operations, over 60 transfer stations, 47 landfills, 29 material recovery facilities ("MRF") and nine organics facilities;

    In our infrastructure & soil remediation operations, we had nine soil remediation facilities;

    In our liquid waste operations, we had more than 40 liquid waste processing or storage facilities; and

    Across our operations, we had more than 9,500 employees.

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        The table below summarizes our three business lines.

GRAPHIC


(1)
See "—Summary Historical Consolidated Financial and Pro Forma Information."

        Our comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from our competitors that do not offer the same breadth of services. Our locally-based regional managers and sales representatives are best suited to identify and service our customers' needs, supported by our centralized back office functions. As a result, we believe that we are well-positioned to further unlock cross-selling opportunities to support new customer environmental services needs and to convert existing customers into customers for our other business lines.

        Our network of facilities and route collection assets position us to realize operational efficiencies and obtain procurement and cost synergies, including from the significant volume of waste that we control across our operations. In each of our geographic markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our network infrastructure and asset base, our productivity from route density that we have developed to date, as well as the stringent permitting and regulatory compliance required to operate a platform of our size.

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        The map below shows our strategically-located facility network.

GRAPHIC

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are selectively expanding the geographic presence of our operations in this line of business, prioritizing other major metropolitan centres in Canada, such as the British Columbia and Québec markets, where we have complementary solid and liquid waste assets and where existing and new customers have sought our infrastructure & soil remediation services in support of their major complex projects. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 10% of Pro Forma 2018 revenue, and no single customer represented more than approximately 1.9% of Pro Forma 2018 revenue.

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        For Pro Forma 2018, our revenue by line of business, geography and source was as follows:

GRAPHIC

        The revenue generated from both our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these business lines. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Our municipal solid waste customer relationships are supported by contracts with initial terms of three to 10 years, with one to five year renewal terms at the option of the municipality, and typically contain annual consumer price index ("CPI") and periodic fuel adjustments. Similarly, our solid waste contracts with commercial and industrial customers typically have three to seven year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition, many of our municipal and commercial contracts are only in their first or second renewal or extension term. When our municipal contracts are renewed or extended, we focus on marketing additional or upgraded services, such as automated carts or the collection of additional waste streams, that support further price increases.

        We have historically demonstrated a strong track record of winning renewals or extensions of existing contracts with our municipal customers. For example, we recently successfully rebid our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. We also have a track record of winning repeat business with our major infrastructure & soil remediation and liquid waste customers. In our infrastructure & soil remediation business, our work is project based, often on large multi-year infrastructure projects, such as subway or other large-scale transit expansion projects, with a set term and three to four month lead times from contract to start of work. In our liquid waste business, we provide both regularly scheduled and on-call industrial waste management services, including emergency response services, for municipal, industrial and commercial customers. Furthermore, we have long term relationships with many of our liquid waste customers who rely on our expertise to service their various waste streams. We believe there are numerous opportunities for us to continue to win new contracts and increase our market share in our current markets, as well as in new or adjacent markets.

        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation

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businesses alongside our solid waste management operations. We also see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base servicing our liquid waste operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for existing customers or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

        In addition to strong organic growth, we have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions. We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate smaller tuck-in acquisitions. We have a track record of sourcing and executing acquisitions of leading, high quality and complementary businesses by leveraging the relationships that our senior and regional leadership have built with potential vendors over time. We believe that this proven strategy minimizes integration risk and allows us to grow the top line revenue and profitability of acquired businesses under the GFL banner, while maintaining their same high service standards. This approach to acquisitions creates meaningful cost synergies by increasing route density and collection volumes, and drives margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities.

        The North American environmental services industry remains highly fragmented with many regional, independent operators across all three of our business lines. We believe that many of these independent operators may wish to sell their businesses to provide succession for their family members or employees or as part of their estate planning. We believe our relationship-based approach and track record of executing on the terms and the timeline we commit to make us an acquirer-of-choice in the highly fragmented environmental services industry.

        Our near term acquisition pipeline consists of approximately      identified tuck in opportunities throughout Canada and the United States, which have aggregate annualized revenue of approximately $             . Since March 31, 2019, we have closed or signed definitive agreements with       acquisition candidates, representing aggregate annualized revenue of approximately $             .

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OUR INDUSTRY

        We operate in the large and stable North American environmental services industry, which EBJ estimates totaled approximately US$434 billion in 2018 based on annual revenue. Key characteristics of our industry include relative recession resistance, high visibility of waste volumes, a stringent regulatory framework, high capital intensity to achieve scale and significant fragmentation which, in turn, has led to strong consolidation activity.

        The North American environmental services industry has benefitted from an attractive macroeconomic and demographic backdrop. From 2012 to 2018, both Canada and the United States experienced strong nominal Gross Domestic Product ("GDP") Compound Annual Growth Rates ("CAGRs") of 3.3% and 4.0%, respectively, and population growth of 1.0% and 0.7%, respectively. In particular, population growth has driven strong increases in housing starts and infrastructure spending, which underpin growth across the solid waste, infrastructure & soil remediation, and liquid waste segments of the environmental services industry.


North American Environmental Services Industry

GRAPHIC


Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

North American Solid Waste Industry

        EBJ estimates that the North American solid waste industry market generated approximately US$73 billion of revenue in 2018 (US$8 billion in Canada and US$65 billion in the United States) and expects it to grow at an approximately 2.3% CAGR to reach approximately US$82 billion by 2023. We believe that our geographic presence in Canada and the United States will position us well to capitalize on favourable demographic and macroeconomic trends in the markets that we serve.

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North American Solid Waste Industry

GRAPHIC


Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        Proper waste collection and disposal is essential for public health and safety, making the solid waste industry highly defensive and relatively recession-resistant. The industry benefits from a number of sectoral attributes, including: (i) high visibility of revenue due to stable and predictable waste generation by residential and commercial customers, including, with certain customers, multi-year contracts with annual CPI and periodic fuel adjustments; (ii) stable organic growth of waste volumes correlated to population and GDP growth, with collection and disposal pricing rates largely inelastic to economic downturns; (iii) the ongoing trend of municipalities and local governments privatizing public services, including waste management services; (iv) the absence of cost-effective substitutes for collection and landfill disposal; and (v) limited opportunities for new market entrants due to the geographical, regulatory, environmental and significant capital costs of landfill and asset development. These competitive dynamics are amplified through route density of collection operations and vertical integration where companies control the waste stream from collection to disposal. Due to the factors described above and the predictability of operating and capital costs, solid waste management companies have historically generated strong, recurring cash flows.

        The North American solid waste industry is highly fragmented which presents attractive consolidation opportunities. EBJ estimates that in 2018, the top five providers in Canada and the United States controlled approximately 31% and 48% of their respective markets and were generally large, national companies. The remaining market participants were smaller private companies as well as municipalities that continue to own and operate waste collection and disposal operations.

North American Infrastructure & Soil Remediation Industry

        According to EBJ, the North American infrastructure & soil remediation industry generated approximately US$49 billion of revenue in 2018 and is expected to grow at an approximately 2.9% CAGR over the next five years to reach approximately US$56 billion by 2023. Key growth drivers include infrastructure investment, commercial and residential construction, and demolition performed to facilitate new construction. Growth is also expected to be driven by greater recognition of remediation of contaminated soil as a more environmentally sustainable alternative than disposal at landfills.

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North American Infrastructure & Soil Remediation Industry

GRAPHIC


Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        The infrastructure & soil remediation industry includes treatment of contaminated soil and sediment as well as complementary infrastructure services, including shoring, excavation, and civil and demolition services. Soil remediation businesses operate by using on-site, commonly referred to as in-situ, or off-site, commonly referred to as ex-situ, remediation techniques or by accepting contaminated soils for transportation to and disposal at landfills. In-situ treatments involve containment treatment at the origin of contaminated soil, while ex-situ treatments involve the excavation and removal from the originating site of contaminated soils for processing and disposal. In many cases, soil remediation is a critical path item for project development. General contractors seek out service providers who can complete soil remediation on a timely, cost-effective basis to avoid overall project delays and related penalties.

        The North American infrastructure & soil remediation industry is highly specialized with only a few significant players operating in each region in which we have relevant operations. In order to operate soil remediation or disposal facilities, service providers must obtain government permits through a costly and time-consuming permitting process. In addition, federal, provincial and state governments in the Canadian and United States markets in which we operate have adopted increasingly stringent standards regulating soil contaminants in recent years. As of 2018, EBJ estimates that in Canada, approximately 14% of the market was held by the five largest companies, each generating greater than $100 million of revenue annually. Approximately 25% of the market consisted of participants with annual revenue between $50 million and $100 million with the balance comprised of smaller players, each generating less than $50 million in annual revenue. In the United States, EBJ estimates that approximately 8% of the market was held by companies with annual revenues greater than US$100 million with another approximately 20% of the market consisting of participants with annual revenue between US$50 million and US$100 million. The remaining 72% of the market was comprised of smaller local or regional constituents that each generated less than US$50 million in annual revenue.

North American Liquid Waste Industry

        EBJ estimates that the North American liquid waste industry generated approximately US$36 billion of revenue in 2018, and expects it to grow at an approximately 3.0% CAGR over the next five years to reach approximately US$42 billion by 2023.

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North American Liquid Waste Industry

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Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        This industry is broad in scope, offering services including waste water collection and processing; UMO collection, processing and resale; hydro vacuum services; waste packaging; lab packing; and on-site industrial services, such as parts and tank cleaning and waste removal. Similar to solid waste, and infrastructure & soil remediation, the liquid waste industry is highly regulated by municipal, provincial, and federal authorities that require permitting and ongoing operational supervision. Key drivers of the business include industrial production, oil prices, infrastructure investment and vehicle population. According to EBJ, in 2018, the top five players in Canada and the United States accounted for approximately 33% and 6% of their respective markets with the balance held by small and mid-sized operators.

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INVESTMENT HIGHLIGHTS

Leading, High Growth Environmental Services Platform

        Through a combination of organic growth and acquisitions, we have demonstrated the ability to grow revenue in excess of our publicly-traded environmental services peers. Between Fiscal 2016 and Pro Forma 2018, we grew revenue from $934 million to $2,699 million. Over the same period, our net loss increased from $(152) million to $(611) million and our Adjusted EBITDA grew from $201 million to $659 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" and "—Summary Historical Consolidated Financial and Pro Forma Information."

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        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste management operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for customers for which our integrated service model is particularly well-suited, or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

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        Our scalable capabilities and diverse service offerings also allow us to be responsive to changing customer needs and regulatory demands. For example, we believe we are well-positioned to service the increasing rates of waste diversion from landfills in Canada as well as the growing customer demand for sustainability solutions through our soil remediation facilities in Ontario, Manitoba and Saskatchewan, and our organics facilities in British Columbia, Saskatchewan, Alberta and Ontario. As a result of the Waste Industries Merger, we have added to our platform a network of collection operations, transfer stations and landfills primarily in the Southeastern United States, through which we manage our customers' solid waste streams from collection to transfer to disposal. In addition, Ven Poole, the former Chief Executive Officer of Waste Industries, is now an investor in GFL as a result of the Waste Industries Merger.

        Our ability to identify, execute and integrate value-enhancing acquisitions has also been a key driver of our growth strategy. The North American environmental services industry remains highly fragmented and we continue to see attractive acquisition opportunities in all three of our business lines.

Industry-Leading Financial Growth Profile

        We believe that our financial performance is predictable and stable. Solid and liquid waste environmental services are largely non-discretionary in nature, which makes them relatively less sensitive to cyclical economic trends. The solid waste markets in which we compete are also characterized by longstanding customer relationships, supported by long-term contracts with municipalities, many with annual CPI and periodic fuel adjustments, and for our commercial and industrial customers, automatic term extensions with pricing that is based on volume as well as periodic adjustments (including customary surcharges) which reflect increases in operating costs such as fuel, labour, regulatory compliance and other factors.

        Our growth has been driven by the execution of our organic growth and acquisition strategies. Our "one-stop" strategy enables us to grow the breadth and depth of services we provide to our customers, and to further unlock cross-selling opportunities to support customer needs for more than one business line and convert customer relationships from our first-on-site offerings into contracts for our other environmental services. We also focus on leveraging our expertise and service capabilities across our entire platform to drive efficiencies, which further supports our growth. We will continue to focus on accretive acquisitions, such as the margin-accretive acquisition of our first liquid waste platform in the United States in the fourth quarter of Fiscal 2018 and the Waste Industries Merger. We believe this approach, combined with our flexible disposal strategy, allows us to generate strong free cash flow and allocate more capital towards the execution of our growth initiatives.

Diversified Business Model Across Business Lines, Geographies and Customers

        Since inception, we have expanded our footprint from Ontario to across Canada and into the United States. Today, our business is well-diversified across business lines, geographies and customers.

        In Pro Forma 2018, approximately 77%, 15% and 9% of our revenue was generated from our solid waste management, infrastructure & soil remediation and liquid waste management business lines, respectively. Our revenue is also well-distributed by geography, with approximately 54% and 46% of Pro Forma 2018 revenue generated by our operations in Canada and the United States, respectively. We expect further geographic diversification as we continue to execute on our organic and acquisition growth strategies.

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are expanding these operations into other major

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metropolitan centres in Canada where our customers have infrastructure projects, including in British Columbia and Québec. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 10% of Pro Forma 2018 revenue, and although we service large, flagship municipal contracts for cities like Toronto and Detroit, no single customer represented more than approximately 1.9% of Pro Forma 2018 revenue. As we continue to build out our underpenetrated business lines in new markets, win new contracts and grow our customer base, we expect the diversification of our business by customer to continue.

        We believe that our diversified business model affords us several advantages. In addition to providing stability across macroeconomic cycles and greater predictability to our organic growth, our ability to act as a one-stop provider for all of our customers' environmental services needs provides us with significant opportunities to unlock cross-selling opportunities across our business lines. For example, liquid waste customers typically also need solid waste management services. In addition, our infrastructure & soil remediation business allows customers to source all of their infrastructure project needs from us, as well as on-site hydro vacuum services offered by our liquid waste business line. Infrastructure projects also drive volumes into our soil remediation facilities. We have the ability to expand our infrastructure & soil remediation business with our existing customers as they undertake new projects in the markets that we serve. We believe that being first on-site with customers through our infrastructure offerings allows us to use our relationships with general contractors to also offer them solid waste services not only during the life of the relevant project but also following its completion. We believe that the breadth of services that we offer our customers in our infrastructure operations uniquely positions us to compete on our service capabilities as well as on price. As we continue to build our customer base in all of our lines of business, we expect to be able to realize on additional cross-selling opportunities.

        Our diversified business model also complements our acquisition strategy, which is an important component of our growth. With multiple business lines, we are able to source acquisitions from a broader pool of potential targets. This allows us to continue to seek out accretive acquisition opportunities and helps to reduce execution and business risk inherent in single-market and single-service offering strategies.

Scalable, Strategic Network of Facilities that would be Difficult to Replicate

        We provide our services through a strategically-located network of facilities in all major metropolitan centres and in many secondary markets in Canada, and primarily in secondary markets in 23 states in the United States. Currently, our network includes more than 100 collection operations, more than 60 owned or managed transfer stations, 47 owned or managed landfills, 29 owned or managed MRFs, nine organics facilities, nine soil remediation facilities and more than 40 liquid waste processing or storage facilities. In each of our markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our valuable network infrastructure and asset base, our productivity from route density that we have developed to date, as well as by the stringent permitting and regulatory compliance requirements to operate a platform of our size. We believe that our size and scale are difficult to replicate and present a distinctive and significant competitive advantage versus both smaller, traditional competitors and asset-light technology-focused waste competitors.

        Our broad network of solid waste facilities underpins our ability to compete in markets with different disposal dynamics and profitably manage the solid waste volumes that we control. In some markets, we create and maintain vertically-integrated operations through which we manage our customers' waste streams from collection to transfer to disposal, a process we refer to as internalization. By internalizing waste in those markets where we have vertically-integrated operations, we are able to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from our operations. In disposal-neutral markets, or

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markets with excess landfill capacity, we leverage our control of the substantial solid waste volumes from our collection and transfer stations to negotiate competitive disposal and pricing terms with third party disposal facilities. Revenue from our landfill operations represented approximately 6% of Pro Forma 2018 revenue, which is below that of many of our peers. This has allowed us to generate strong free cash flow due to the lower capital intensity typically associated with our operations mix, which is less reliant on developing owned landfills. Overall, we believe we have an attractive network of environmental services facilities with the most relevant assets in markets where they are best-suited to efficiently meet our operational needs.

Proven Ability to Identify, Execute and Integrate Acquisitions

        Our disciplined ability to identify, execute and integrate value-enhancing acquisitions has been a key driver of our growth to date. We focus on selectively acquiring premier independent regional operators to create platforms in new markets. We then seek to build scale by making and effectively integrating tuck-in acquisitions that generate meaningful cost synergies by increasing route density, and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. Since commencing operations in 2007, we have completed over 100 acquisitions, including, most recently, the Waste Industries Merger and the acquisition of a liquid waste platform operating primarily in the Midwestern United States, both of which significantly expanded our geographic footprint in the United States. Prior to its merger with us, Waste Industries was a leading independent, vertically-integrated solid waste management company, based in the Southeastern United States.

        We have experience in executing large-scale platform acquisitions, as demonstrated by our recent completion of the Waste Industries Merger, which valued Waste Industries at a total enterprise value of US$2.8 billion, and our acquisitions in Fiscal 2016 of solid waste operations in Eastern Canada and Michigan for approximately $775 million and approximately $400 million, respectively. These large-scale platform acquisitions have opened new markets to us, provided us with new opportunities to realize cross-selling opportunities, and are expected to drive procurement and cost synergies across our operations. We also have experience successfully integrating acquired regional businesses into our existing network, expanding their top line revenue and profitability under the GFL banner while maintaining their same high service standards.

        While our senior management team is responsible for executing and integrating acquisitions, our decentralized management structure allows us to maintain a robust acquisition pipeline by identifying attractive opportunities at the local market level. We focus on developing relationships with potential vendors over time. We are committed to delivering on the transaction terms we propose, including providing a definitive timeline to close. We believe that these core acquisition principles resonate with potential vendors and have enabled us to develop a reputation as an acquirer-of-choice. Additionally, we believe that our entrepreneurial and returns-driven culture is highly attractive to vendors who wish to remain involved in the business after an acquisition has been completed. Our historical number of acquisitions is highlighted below.

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(1)
YTD 2019 includes January 1, 2019 up to the date of this prospectus.

Well-Invested Fleet and Operating Infrastructure

        We have made substantial investments in our facilities, fleet, technology and processes which we believe will support our future growth. As at the end of Full Year 2018, we had approximately 4,340 routed solid waste collection vehicles with an average age of approximately 6.6 years, compared to an estimated useful life of 10 years, and approximately 580 routed liquid waste collection vehicles with an average age of approximately 9.5 years, compared to an estimated useful life of 15 years. In addition to enhancing our operating performance, our young, well-invested fleet supports a safer working environment for all of our field employees. In our solid waste operations, we have invested in compressed natural gas ("CNG") fueling stations and highly-efficient CNG-fueled collection vehicles, which currently comprise approximately 13.6% of our solid waste collection fleet. These investments have resulted in lower fuel and near-term maintenance expenditures, leading to higher operating margins. As we replace and add new vehicles to our fleet, we intend to increase our CNG vehicle count where we have existing CNG facilities and service select new municipal contract wins with new CNG vehicles. We have also invested in new technologies such as the addition of side-arm loaders to our fleet which we believe will maximize the utilization of our fleet and further support a safer working environment. Fleet standardization initiatives have improved purchasing efficiency, reduced capital expenditure variability and maintenance turnaround time, and minimized parts inventory while also enhancing the overall customer experience. We are also evaluating the potential benefits associated with other technologies, including the use of electric vehicles more broadly within our operations.

        We intend to continue to implement our strategy of centralizing our administrative function to reduce our corporate costs and improve efficiency of our growing platform. In addition, we have implemented comprehensive enterprise resource planning systems, and back-office and information-technology infrastructure, which we believe will continue to improve our asset productivity, strengthen our customer engagement, further enhance employee safety and increase the efficiency of our business operations.

Best-in-Class, Founder-led Management Team

        We are led by a team of highly experienced and entrepreneurial executives. Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer, has led our operations since inception in 2007 and has approximately 16 years of industry experience. Mr. Dovigi and our senior leadership team have instilled a results-oriented, entrepreneurial culture that emphasizes operational excellence and the importance of safety for our employees and customers.

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        Our senior leadership team has an average of approximately 18 years of environmental services experience. We have adopted a decentralized operating structure, giving operational oversight to our regional business leaders. We believe this model is advantageous given the regional and fragmented nature of the markets in which we operate and the relationship-based approach to our acquisition strategy. Furthermore, we believe that our operating structure provides our employees with a greater sense of ownership, which drives the efficiency and profitability of our business. Since inception, our management team has driven strong revenue growth across our business in excess of our publicly-traded environmental services peers, and has built a platform that we believe positions us well for continued growth, margin expansion and strong free cash flow generation.

Long Term Focus on Environmental Responsibility and Sustainability

        Sustainability is fundamental to GFL. We strive to provide accessible, cost-effective environmental solutions to our customers and the communities we service to be Green for Life. Aligned with this purpose, we have made significant investments in new technology and in the innovation of existing management and operating processes. These investments reflect our commitment to providing sustainable environmental solutions and are also value-enhancing initiatives for our business. Examples of these investments include:

    Organics facilities that recycle organic waste to produce a high-quality compost product, fertilizers and other soil supplements. By providing a commercially-viable environmental solution, communities are able to help reduce their overall greenhouse gas footprint by keeping organic waste out of landfills.

    Landfill gas-to-energy facilities that capture landfill gas and convert it into a renewable source of electricity for households and commercial establishments.

    Incorporation of CNG vehicles into a portion of our solid waste collection fleet. CNG emits less greenhouse gas and contaminants per kilometre than traditional diesel fuel.

    Soil remediation facilities that remediate contaminated soils otherwise destined for landfill disposal for reuse in construction and development projects. The use of soil remediation facilities not only reduces construction costs but also reduces greenhouse gas emissions from trucking by supporting the beneficial reuse of soils.

    A re-refinery which will recycle UMO from passenger and commercial vehicles into marine diesel fuels. By displacing virgin fuels, environmental impacts from resource extraction are avoided.

        We have the goal of being recognized as a leader in driving sustainable solutions for the industry. In support of this initiative, GFL is developing a three-year plan to further identify and embed sustainable management initiatives into our operations. We strive to continuously enhance our environmental management systems, re-evaluate our processes, and strengthen our team with individuals who have the task of actively identifying and implementing sustainable environmental solutions that enhance our return on capital and result in growth.

        As individuals and communities have a desire to be more environmentally-conscious, we believe that we are in a strong position to benefit from this trend as we have a range of service offerings, including organics processing and commercial recycling. Additionally, we believe we are well-positioned to adapt to environmental regulatory changes given our scale and operating sophistication.

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GROWTH STRATEGIES

        We believe that we are well-positioned to continue capitalizing on the attractive growth opportunities in the North American environmental services industry. We expect to achieve our future growth through a three-pronged strategy of (i) generating strong, stable organic revenue growth, (ii) executing strategic, accretive acquisitions and (iii) driving operating cost efficiencies across our platform.

Generating Strong, Stable Organic Revenue Growth

        We are focused on generating strong, stable organic growth by serving our existing customers' demand for all of the environmental services that we offer, renewing contracts and winning new customers, and expanding our service offerings into new geographic markets.

Driving Market Share with Existing Customers and Realizing Cross-Selling Opportunities

        Within and across our business lines, many of our customers currently rely on more than one service provider to meet their environmental service needs. We intend to deepen our relationships with our existing customers, win business that is currently being serviced by third parties and thereby improve our customer penetration.

        By positioning ourselves as a "one-stop" environmental services provider, we plan to leverage our diverse service offerings to unlock potential cross-selling opportunities across our business lines. For example, infrastructure & soil remediation customers typically also have a solid and liquid waste service requirement. We believe that being first on-site with customers through our infrastructure & soil remediation offerings allows us to use our relationships with general contractors to also offer them solid and liquid waste services in those markets. In addition, we believe that the breadth of the services we offer through our infrastructure & soil remediation operations uniquely positions us to compete on our service capabilities as well as on price. We also intend to place a greater focus on cross-selling our solid waste services to liquid waste customers across markets where we maintain both a solid and liquid waste management presence. We expect that by driving additional cross-selling, we will be able to generate additional revenue per customer and realize operating cost benefits across our platform.

Renewing Contracts and Winning New Customers

        We have a proven track record of renewing contracts with our existing customers, often on more favourable terms, as well as winning new customers and contracts.

        We serve over 4 million households, including those covered by more than 650 municipal collection contracts, more than 135,000 commercial and industrial customers in our solid waste management business line, and over 13,000 customers in our liquid waste management business line.

        We have historically been successful at extending and renewing existing municipal contracts, and expect to continue to do so as municipal contracts come up for tender or near their expiry. For example, we were recently successful in rebidding our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Furthermore, many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition to seeking price increases on municipal contract renewals and extensions, we also focus on marketing additional or upgraded services, such as automated carts or collection of additional waste streams, as support for the price increases.

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        We also believe there are numerous opportunities for us to continue to win new contracts and expect to benefit as municipalities continue to outsource public services, including waste management, which we believe will increase the size of our total addressable market.

Extending our Geographical Reach

        We see attractive opportunities to leverage our platform to organically extend the geographic reach of our business lines beyond the markets we currently operate in to serve both existing and new customers. We have a proven track record of successfully implementing this strategy, notably in Southern Ontario where we built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste operations, growing revenue from approximately $54 million to $700 million between the year ended December 31, 2009 and the end of Full Year 2018, a CAGR of 32.8% over the same time period. We intend to continue to leverage this strategy to pursue additional opportunities in other markets in which we operate. For example, we see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base in our liquid waste operations. Similarly, we expect to continue to expand our liquid waste operations in Eastern Canada where we have established solid waste operations.

        The maps below depict our relative market position by business line in each of the jurisdictions in which we operate and highlight the attractive geographic expansion opportunities before us. Even in those areas where we enjoy high levels of penetration, we believe that we have significant growth opportunities in each of our three business lines.

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Executing Strategic, Accretive Acquisitions

        The North American environmental services industry is highly fragmented and presents attractive opportunities for us to continue to grow through strategic, value-enhancing acquisitions. We have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions.

        We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate tuck-in acquisitions that create meaningful cost synergies by increasing route density and collection volumes, and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities.

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        We expect to continue to expand our geographic presence through select platform acquisitions and tuck-in acquisitions. In Canada, we plan to complete acquisitions that are complementary to our existing operations across each of our business lines. In the United States, we expect to continue to grow our presence by opportunistically entering into new geographic markets as new platform acquisition opportunities arise and completing tuck-in acquisitions in markets where we have already acquired a platform, including Michigan and the Southeastern United States for our solid waste operations, and the Midwestern United States for our liquid waste operations.

        Our near term acquisition pipeline consists of approximately      identified tuck in opportunities throughout Canada and the United States, which have aggregate annualized revenue of approximately $             . Since March 31, 2019, we have closed or signed definitive agreements with       acquisition candidates, representing aggregate annualized revenue of approximately $             .

Driving Operating Cost Efficiencies

Improving Operating Margins

        As we execute on our growth strategies, we will continue to leverage our scalable capabilities to manage costs and drive higher operating margins. We also expect that our continued efforts to increase route density and service new contract wins with our existing network of assets and fleet will increase profitability in each of our business lines.

        We will continue to enhance our operating margins through the implementation of our flexible disposal strategy in our solid waste operations. By internalizing waste in those markets where we have vertically-integrated operations, including many of the markets acquired in the Waste Industries Merger, we expect to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from operations. In disposal-neutral markets or markets with excess landfill capacity, we will continue to leverage the substantial solid waste volumes from our network of collection and transfer stations to negotiate competitive disposal and pricing terms with third-party disposal facilities. The success of our strategy is illustrated by the decline in our disposal costs for waste from our Southern Ontario operations since 2008 as the commercial and industrial tonnage volumes we manage have increased.


Reduction in GFL's Solid Waste Disposal Costs in Southern Ontario(1)

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(1)
Based on GFL's disposal costs with main landfill provider in the region.

(2)
Volume presented in thousands of metric tonnes.

        We also expect to improve the operating margins of our liquid waste and infrastructure & soil remediation business lines. As we leverage our platform to pursue new business opportunities and expand our geographic footprint, we will seek to improve the routing of liquid and soil volumes to our

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facilities that are closer to the customer or work site, thereby increasing route density and improving efficiencies.

        We believe that our growing scale provides tangible procurement benefits, creating opportunities for cost savings through greater purchasing power in key expense categories such as fuel, insurance and equipment purchases. We expect this will continue to improve our competitiveness when negotiating purchase contracts with our suppliers.

        Our strategy of employing highly-efficient CNG-fueled solid waste collection vehicles and CNG fueling stations results in lower fuel and near-term maintenance expenditures, as well as expanded operating margins. As we replace and add new vehicles, we intend to continue to increase our CNG fleet.

Improving Selling, General and Administrative Expenses Margins

        We have made substantial capital investments in our facilities, technology processes and administrative capabilities to improve our operating efficiency and support future growth. In Fiscal 2017, we consolidated five of our administrative offices into a single corporate office in Vaughan, Ontario, which we believe has the capacity to service a significant portion of our growing platform. We have also implemented enterprise resource planning systems, back-office and information-technology infrastructure, which we expect will improve our productivity and further enhance employee safety. As a result of these capital investments, we expect to increasingly leverage shared services and common platforms across our operations.

        We maintain strong discipline in our cost structure and regularly review our practices to optimally manage expenses and increase efficiency. As shown in the chart below, our SG&A and Adjusted SG&A, as a percentage of revenue, have meaningfully declined over time and we expect to maintain similar operational discipline in the future.


SG&A and Adjusted SG&A as a Percentage of Revenue

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        For a discussion of Adjusted SG&A, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures."

Realizing Cost Synergies from Acquisitions and Internal Programs

        We expect to realize significant cost synergies as we continue to execute and integrate strategic acquisitions. Since the closing of the Waste Industries Merger in November 2018, we have taken actions that we expect will lead to cost synergies of approximately $19.0 million on an annual basis. We believe these synergies will grow to approximately $35.0 million on an annual basis within the first 18 months after the closing of the Waste Industries Merger through further personnel consolidation, increased

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procurement savings, particularly through insurance and audit savings, and centralized administrative support functions and operational efficiencies.

        In addition to cost synergies realized through acquisitions, we regularly evaluate potential initiatives that may materially enhance efficiencies across our platform. For example, in Full Year 2018, we undertook a comprehensive review of our procurement practices that identified significant savings opportunities, many of which have been implemented. We expect these initiatives to continue to produce meaningful savings without impacting day-to-day operations, our high service standards, or customer experience.

Our History

        GFL was founded in 2007 by Patrick Dovigi, our Chairman, President and Chief Executive Officer. 1745491 Ontario Limited was incorporated under the Business Corporations Act (Ontario) (the "OBCA") on September 4, 2007 and changed its name to GFL Waste and Recycling Solutions Corp. on December 19, 2007. We changed our name to GFL Environmental Corporation on February 1, 2011 and became GFL Environmental Inc. following an amalgamation on November 3, 2013 with a wholly owned subsidiary of the same name. GFL Environmental Inc. was subsequently amalgamated with certain of its wholly owned subsidiaries on January 1, 2014, January 1, 2015, January 1, 2016, February 1, 2016, March 1, 2016, January 1, 2017, January 1, 2018 and January 1, 2019. Holdings was incorporated under the OBCA on October 30, 2014 and amalgamated with Padov Investments Ltd. (a corporation controlled by Patrick Dovigi) on November 14, 2014. Holdings' articles of incorporation were subsequently amended on January 29, 2016. The Recapitalization occurred on May 31, 2018 pursuant to which Holdings amalgamated with Hulk Acquisition Corp. in connection with BC Partners' and Ontario Teachers' investment in GFL. Holdings' articles were subsequently amended on October 15, 2018 and November 13, 2018. As part of the Pre-Closing Capital Changes, Holdings and GFL Environmental Inc. will be amalgamated and will continue under the name GFL Environmental Inc. See "Description of Share Capital—Pre-Closing Capital Changes."

Our Investors

BC Partners

        BC Partners is a leading international private equity firm with advised funds of over €17 billion. Established in 1986, the firm operates as an integrated team through offices in Europe and North America to acquire and develop businesses and create value in partnership with management. Since inception, BC Partners has completed 108 acquisitions with a total enterprise value of approximately €135 billion, demonstrating discipline in bull markets and an ability to invest in attractive opportunities amidst turbulence and recession.

Ontario Teachers

        Ontario Teachers is a globally active investor with holdings in more than 50 countries across diversified sectors and asset classes. It administers the assets of the Ontario Teachers' Pension Plan (the "Plan"), earns money through investing, pays benefits to Plan members and their survivors and reports and advises on the Plan's funding status and regulatory requirements. Ontario Teachers is an Ontario corporation without share capital. It is responsible for administering the Plan and managing the assets of the Plan for the benefit of approximately 327,000 active and retired teachers, as of December 31, 2018, who are providing, or before retirement were providing, elementary and secondary school education in Ontario.

        The Plan is Canada's largest single profession pension plan with $191.1 billion, $189.5 billion and $175.6 billion in net assets in its pension fund as of December 31, 2018, December 31, 2017 and December 31, 2016, respectively. The Plan produced a total fund net return in 2018 of 2.5% after all

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investment costs. In 2018, its portfolio generated $5.2 billion of net investment income and had $191.1 billion of net assets. For Fiscal 2017, the Plan produced a total fund net return of 9.7% after all investment costs.

Patrick Dovigi

        Patrick Dovigi, our founder, Chairman, President and Chief Executive Officer, has led our operations since inception in 2007 and has instilled a results-oriented, entrepreneurial culture that emphasizes operational excellence and the importance of safety for our employees and customers. See "Management."

Risk Factors

        Investing in our subordinate voting shares involves a high degree of risk and uncertainties that may adversely affect our business, results of operations, financial condition and cash flows. Below is a summary of certain significant challenges and risks relating to an investment in us:

    changing governmental regulation, and risks associated with failure to comply;

    liabilities in connection with environmental matters;

    loss of municipal and other contracts;

    we operate in a highly competitive environmental services industry;

    we may face challenges in renewing landfill, food waste processing or organic waste facility permits and agreements or obtain new permits and agreements;

    legal and policy changes in waste management industry impacting landfill volumes; and

    the Investors will have significant influence after this offering and may have interests that differ from those of our other shareholders. See "Principal Shareholders."

        Please see "Risk Factors" for a discussion of these risks and other factors you should consider before making an investment in our subordinate voting shares.

Implications of Being a Foreign Private Issuer

        Upon consummation of this offering, we will report under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a non-U.S. company with foreign private issuer status. As a foreign private issuer, we may take advantage of certain provisions in the listing requirements of              that allow us to follow Canadian law for certain corporate governance matters. See "Management—Foreign Private Issuer Status." As long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

    the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

    the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time;

    the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we expect to file quarterly reports on a current reporting form for foreign

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      private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events; and

    Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.

Our Corporate Information

        Our head and registered office is located at 100 New Park Place Suite 500, Vaughan, ON, L4K 0H9. Our telephone number at our head and registered office is (905) 326-0101. Our website address is www.gflenv.com. Information contained on, or accessible through, our website is not part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference.

        The following chart reflects our organization structure (including the jurisdiction of formation or incorporation of our material subsidiaries) after giving effect to the Pre-Closing Capital Changes.

GRAPHIC

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THE OFFERING

Issuer

 

GFL Environmental Inc.

Subordinate voting shares offered by us

 

            subordinate voting shares.

Option to purchase additional subordinate voting shares

 

We have granted to the underwriters an option, exercisable in whole or in part, at any time for a period of 30 days after the date of this prospectus, to purchase from us up to            additional subordinate voting shares, less underwriting discounts and commissions.

Subordinate voting shares outstanding after this offering

 

            subordinate voting shares (or             subordinate voting shares if the underwriters exercise their option to purchase additional subordinate voting shares in full).

Multiple voting shares outstanding after this offering

 

            multiple voting shares.

Use of proceeds

 

We estimate that the net proceeds from our sale of subordinate voting shares in this offering at an assumed initial public offering price of US$            per subordinate voting share, which is the mid-point of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$            million (or approximately US$            million if the underwriters exercise their option to purchase additional subordinate voting shares in full).

 

We intend to use the net proceeds received by us from this offering to repay certain indebtedness. See "Use of Proceeds."

Voting rights

 

Following the sale of subordinate voting shares offered hereby, we will have two classes of shares outstanding: subordinate voting shares and multiple voting shares. The rights of the holders of our subordinate voting shares and multiple voting shares are substantially identical, except with respect to voting and conversion.

 

The subordinate voting shares will have one vote per subordinate voting share and the multiple voting shares will have 10 votes per multiple voting share. See "Description of Share Capital—Share Capital upon Completion of the Offering."

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After giving effect to this offering, the subordinate voting shares will collectively represent approximately            % of our total issued and outstanding shares and approximately            % of the voting power attached to all of our issued and outstanding shares (            % and            %, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full) and the multiple voting shares will collectively represent approximately            % of our total issued and outstanding shares and approximately            % of the voting power attached to all of our issued and outstanding shares (            % and            %, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full).

Conversion rights

 

The subordinate voting shares are not convertible into any other class of shares. The multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at any time at the option of the holders thereof or upon the sale of multiple voting shares to an unaffiliated third party. In addition, our Articles will provide that multiple voting shares will automatically convert into subordinate voting shares in certain other circumstances. See "Description of Share Capital."

Take-over bid protection

 

In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of our subordinate voting shares will be entitled to participate on an equal footing with holders of our multiple voting shares, we will enter into a customary coattail agreement with holders of multiple voting shares. The coattail agreement will contain provisions customary for dual-class, TSX listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the multiple voting shares had been subordinate voting shares. See "Description of Share Capital—Take-over Bid Protection."

Dividend policy

 

We do not expect to pay any dividends on our subordinate voting shares or our multiple voting shares in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. The declaration, amount and payment of any future dividends on our subordinate voting shares will be at the sole discretion of our board of directors, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, including restrictions under our Credit Agreements and other indebtedness we may incur, and such other factors as our board of directors may deem relevant. See "Dividend Policy."

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Directed share program

 

At our request, the underwriters have reserved for sale up to            % of the subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals, through a directed share program, including employees, directors and other persons associated with us who have expressed an interest in purchasing our subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public in the offering will be reduced by the number of reserved subordinate voting shares sold to these individuals. Any reserved subordinate voting shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus. See "Underwriting."

Risk factors

 

See "Risk Factors" for a discussion of risks you should carefully consider before deciding to invest in our subordinate voting shares.

Proposed            trading symbol

 

"                ".

Proposed TSX trading symbol

 

"                ".

        The number of subordinate voting shares and multiple voting shares to be outstanding immediately after completion of the Pre-Closing Capital Changes and the consummation of this offering is based on            subordinate voting shares and            multiple voting shares outstanding immediately following the Pre-Closing Capital Changes and prior to closing of this offering and does not reflect            subordinate voting shares reserved as of the closing date of this offering for issuance in respect of future awards under our            , which we intend to adopt in connection with this offering. See "Executive Compensation—Principal Elements of Compensation."

        Unless otherwise indicated, this prospectus reflects and assumes the following:

    the subordinate voting shares to be sold in this offering are sold at US$            per subordinate voting share, which is the mid-point of the estimated price range set forth on the cover page of this prospectus;

    no exercise by the underwriters of their option to purchase additional subordinate voting shares; and

    completion of the Pre-Closing Capital Changes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND PRO FORMA INFORMATION

        The following tables set forth our summary historical and pro forma consolidated historical financial information for the periods indicated.

        We derived the summary statement of operations data and the summary statement of cash flows data for Fiscal 2016, Fiscal 2017 and the Predecessor 2018 Period and the summary balance sheet data as at December 31, 2016 and December 31, 2017 for the Predecessor from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the summary statement of operations data for the Successor 2018 Period and the consolidated balance sheet data as at December 31, 2018 for the Successor from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. For comparability of annual results and year-over-year analysis, the summary statement of operations data and summary cash flows data for the Predecessor 2018 Period and the Successor 2018 Period are also presented below in a single, Full Year 2018 column, which represents the mathematical addition of the Predecessor 2018 Period and Successor 2018 Period data.

        We derived the summary statement of operations data for the three months ended and as at March 31, 2018 for the Predecessor from our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. We also derived the summary statement of operations data for the three months ended and as at March 31, 2019 for the Successor from our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. The following table also sets forth our summary financial position and statement of operations as of and for the twelve months ended March 31, 2019. Our summary consolidated financial information for the twelve months ended March 31, 2019 has been calculated by adding our Full Year 2018 results and our results for the three months ended March 31, 2019 and then deducting our Predecessor results for the three months ended March 31, 2018. Our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of our financial position and results of operations for the periods presented. Operating results for the interim periods are not necessarily indicative of results for a full fiscal year, or any other periods.

        The following table also sets forth our summary pro forma unaudited combined financial position and statement of operations as of and for the year ended December 31, 2018, which we refer to as Pro Forma 2018. For purposes of the unaudited combined pro forma statement of operations data, the Waste Industries Merger and the Recapitalization are each assumed to have been consummated on January 1, 2018. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. This pro forma data is not necessarily indicative of the financial position or results of operations that may have actually occurred had the Waste Industries Merger and the Recapitalization taken place on the date noted above, or to project the financial position or results of operations of GFL for any future date or period. The pro forma data has been prepared in accordance with accounting policies consistent with IFRS. These adjustments may not be complete and additional adjustments may be material.

        You should review the following information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information contained under the

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headings: "Risk Factors," "Unaudited Pro Forma Combined Financial Information," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Predecessor   Successor    
   
  Predecessor   Successor    
 
 
  Fiscal
2016
  Fiscal
2017
  January 1,
2018
through
May 31,
2018
  June 1,
2018
through
December 31,
2018
  Full
Year
2018
  Pro
Forma
2018
  Three
months
ended
March 31,
2018
  Three
months
ended
March 31,
2019
  Twelve
Months
Ended
March 31,
2019
 
 
  (expressed in millions of dollars)
 
 
  (except for per share data)
 

Consolidated Statements of Operations Data:

                                                       

Revenue

  $ 933.7   $ 1,333.1   $ 627.8   $ 1,224.8   $ 1,852.6   $ 2,699.2   $ 331.6   $ 720.9   $ 2,241.9  

Cost of sales

    644.4     912.9     447.2     849.9     1,297.1     1,820.3     237.7     486.1     1,545.5  

Depreciation and amortization

    177.6     239.1     107.2     305.8     412.9     726.4     61.7     174.8     526.1  

Selling, general and administrative expenses

    117.5     145.1     104.5     209.6     314.1     397.4     43.3     71.1     341.9  

Loss on sale of property, plant and equipment

    1.0     2.8     (0.1 )   4.7     4.6     5.4     0.0     (0.2 )   4.4  

Operating income (loss)

    (6.8 )   33.2     (31.0 )   (145.2 )   (176.2 )   (250.3 )   (11.1 )   (10.9 )   (176.0 )

Interest and other finance costs

    179.0     212.7     127.4     242.2     369.6     466.1     51.8     123.9     441.8  

Share-based payments

    3.1     5.1     18.8     2.0     20.7     21.7     2.3     3.6     22.0  

Loss (Gain) on foreign exchange

    10.7     (27.2 )   16.6     39.6     56.2     56.2     11.4     (16.6 )   28.1  

Other(1)

    2.0     (17.4 )   (2.2 )   3.7     1.5     1.8     (2.2 )   1.0     4.7  

Loss before income taxes

    (201.7 )   (140.0 )   (191.6 )   (432.7 )   (624.3 )   (796.0 )   (74.5 )   (122.8 )   (672.6 )

Provision for income taxes

    (49.5 )   (39.0 )   (26.9 )   (114.0 )   (140.9 )   (184.8 )   (17.3 )   (29.4 )   (153.1 )

Net loss

  $ (152.2 ) $ (101.0 ) $ (164.7 ) $ (318.7 ) $ (483.3 ) $ (611.2 ) $ (57.2 ) $ (93.4 ) $ (519.5 )

Loss per share information, basic and diluted

                                                       

Loss per share

                                                                                                                      

Weighted average shares outstanding

                                                                                                                      

Unaudited pro forma loss per share

                                                                                                                      

Cash Flow Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net cash flow from operating activities

  $ 80.9   $ 126.4   $ (10.1 ) $ 29.4   $ 19.4         $ (18.5 ) $ (19.4 ) $ 18.6  

Net cash used in investing activities

    (1,746.4 )   (431.0 )   (371.2 )   (6,806.6 )   (7,177.8 )         (328.8 )   (212.6 )   (7,061.6 )

Net cash flow from financing activities

    1,680.0     291.2     488.7     6,663.1     7,151.8           355.8     215.8     7,011.8  

Other Consolidated Financial Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

EBITDA(2)

    154.9     311.8     43.0     115.3     158.3     396.4     39.0     176.0     295.4  

Adjusted EBITDA(2)

    201.2     306.6     127.3     282.0     409.4     659.1     65.5     179.1     523.0  

Run-Rate EBITDA(2)

    828.0  

 

 
  Predecessor   Successor   Predecessor   Successor  
 
  As of
December 31,
2016
  As of
December 31,
2017
  As of
December 31,
2018
  As of
March 31,
2018
  As of
March 31,
2019
 

Consolidated Balance Sheet Data:

                               

Cash and cash in escrow

  $ 14.5   $ 12.6   $ 7.4   $ 5.2   $ 0.0  

Total assets

    3,212.2     3,447.2     11,071.6     3,908.1     11,168.0  

Total long-term debt, including current portion(3)

    2,138.7     2,461.5     6,288.7     2,872.7     6,374.8  

Total liabilities

    2,610.4     2,938.2     7,879.0     3,460.8     8,103.8  

Total shareholders' equity

    601.8     509.0     3,192.6     447.4     3,064.1  

(1)
Other consists of (i) in Full Year 2018 and for the three month period ended March 31, 2018, the cash proceeds received in connection with a settlement with a selling shareholder in connection with our first acquisition in the United States that was completed on September 30, 2016 in which we acquired solid waste collection and recycling operations in Southeastern Michigan (the "Michigan Acquisition"); (ii) for Fiscal 2017, the cash proceeds received in connection with a cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition; (iii) deferred purchase consideration; and (iv) mark-to-market loss on fuel hedges.

(2)
EBITDA and Adjusted EBITDA are not measures of performance in accordance with IFRS and should not be considered as an alternative to net income/loss or operating cash flows determined in accordance with IFRS. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors because securities analysts, investors and other interested parties use

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    these non-IFRS measures to assess our operating performance across periods on a consistent basis and to evaluate the relative risk of an investment in our securities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures." Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

    although amortization is a non-cash charge, the assets being amortized will often have to be replaced in the future and neither EBITDA nor Adjusted EBITDA reflects any cash requirements for such replacements;

    neither reflects our cash expenditures, or future requirements for capital expenditures or contractual commitments;

    neither reflects changes in, or cash requirements for, our working capital needs;

    neither reflects the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our significant amount of indebtedness; and

    neither reflects the impact of earnings or charges resulting from matters we do not consider to be indicative of our ongoing operations but may nonetheless have a material impact on our results of operations.

    In addition, because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry. In addition, none of EBITDA, Adjusted EBITDA or Run-Rate EBITDA should be taken as representative of our future results of operations or financial position. See "Risk Factors—Risks Related to Our Business and Industry—We may not be able to achieve management's estimate of the Run-Rate EBITDA of the acquired businesses outlined under '—Summary Historical Consolidated Financial and Pro Forma Information.' "

    Run-Rate EBITDA is not a measurement of our historical financial performance under IFRS and should not be considered as an alternative to net income/loss or operating cash flows determined in accordance with IFRS nor any other performance measures derived in accordance with IFRS.

    We present Run-Rate EBITDA because we believe it represents an estimate of the potential of our ongoing operations to generate Adjusted EBITDA if the acquisitions referred to in footnote (f) below had closed on the dates noted. We also utilize Run-Rate EBITDA to measure certain financial ratios and adjustments referred to in footnote (g) permitted by our Credit Agreements and the indentures governing our Notes. These "as if" estimates of potential operating results were not prepared in accordance with IFRS or the pro forma rules of Regulation S-X promulgated by the SEC. The presentation of Run-Rate EBITDA should not be construed as an inference that our future results will be consistent with these "as if" estimates. Furthermore, while Run-Rate EBITDA gives effect to management's estimate of a full year of EBITDA in respect of acquisitions completed in the applicable period, Run-Rate EBITDA does not give effect to any EBITDA in respect of such acquisitions for any period prior to such applicable period. As a result, the Run-Rate EBITDA across different periods may not necessarily be comparable.

    In addition, because not all companies use identical calculations, our presentation of Run-Rate EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry. In addition, as described in more detail in notes to the tables set forth in this "—Summary Historical Consolidated Financial and Pro Forma Information," our Run-Rate EBITDA is based on a number of assumptions and estimates. See "Forward-Looking Statements." Our actual results of operations for each of the periods presented are significantly different from our Run-Rate EBITDA for those same periods. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors."

    Because of these limitations, Run-Rate EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our actual historical results and using Run-Rate EBITDA only for supplemental purposes. For a description of risks related to Run-Rate EBITDA, see "Risk Factors—Risks Related to Our Business and Industry—Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition."

(3)
Total long-term debt consists of the current and long-term portions of long-term debt.

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    The following tables reconcile our net loss to EBITDA, Adjusted EBITDA and Run-Rate EBITDA for the periods indicated:

 
  Predecessor   Successor    
   
  Predecessor   Successor    
 
 
  Fiscal
2016
  Fiscal
2017
  January 1,
2018
through
May 31,
2018
  June 1,
2018
through
December 31,
2018
  Full
Year
2018
  Pro
Forma
2018
  Three
months
ended
March 31,
2018
  Three
months
ended
March 31,
2019
  Twelve
months
ended
March 31,
2019
 
 
  (expressed in millions of dollars)
 

Net loss

  $ (152.2 ) $ (101.0 ) $ (164.7 ) $ (318.7 ) $ (483.3 ) $ (611.2 ) $ (57.2 ) $ (93.4 ) $ (519.5 )

Add:

                                                       

Interest and other finance costs

    179.0     212.7     127.4     242.2     369.6     466.1     51.8     123.9     441.8  

Depreciation and amortization of property, plant and equipment

    108.7     154.7     66.3     178.2     244.5     402.0     37.4     94.1     301.3  

Amortization of intangible assets

    68.9     84.4     40.9     127.5     168.4     324.4     24.3     80.7     224.8  

Provision for income taxes

    (49.5 )   (39.0 )   (26.9 )   (114.0 )   (140.9 )   (184.8 )   (17.3 )   (29.4 )   (153.1 )

EBITDA

    154.9     311.8     43.0     115.3     158.3     396.4     39.0     176.0     295.4  

Add:

                                                       

(Gain) loss on foreign exchange and sale of property, plant and equipment(a)

    11.8     (24.4 )   16.5     44.3     60.8     61.5     11.4     (16.8 )   32.5  

Share-based payments(b)

    3.1     5.1     18.8     2.0     20.7     21.7     2.3     3.6     22.0  

Other income(c)

        (19.4 )   (3.2 )   (0.1 )   (3.2 )   (3.5 )   (3.2 )       0.1  

Acquisition, integration and other costs(d)

    18.8     20.8     42.5     103.7     146.2     152.5     9.0     8.3     145.5  

Acquisition, rebranding and other integration costs(e)

    10.6     10.7     8.7     13.0     21.8     25.2     6.0     7.0     22.8  

Mark-to-market loss on fuel hedge

                2.8     2.8     3.3             2.8  

Deferred purchase consideration

    2.0     2.0     1.0     1.0     2.0     2.0     1.0     1.0     2.0  

Adjusted EBITDA

    201.2     306.6     127.3     282.0     409.4     659.1     65.5     179.1     523.0  

Acquisition EBITDA

                                                       

Adjustments(f)

    287.7  

Other Adjustments(g)

    17.3  

Run-Rate EBITDA

    828.0  

(a)
Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments, (ii) gains and losses recognized on the sale of property, plant or equipment where proceeds are greater than or less than their carrying value and (iii) gains and losses attributable to foreign exchange rate fluctuations.

(b)
This is a non-cash item and consists of the amortization of the estimated fair market value of share-based options granted to certain directors and members of management under share-based option plans.

(c)
For Full Year 2018, Pro Forma 2018 and the three month period ended March 31, 2018, represents the cash proceeds received in connection with a settlement with a selling shareholder in connection with the Michigan Acquisition. For Fiscal 2017, reflects the cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition.

(d)
For Full Year 2018 and Pro Forma 2018, consists of: (i) $103.6 million in professional fees and other transaction costs related to the Recapitalization transactions in May 2018, (ii) $15.2 million in transaction costs associated with the Waste Industries Merger, (iii) legal, consulting and other fees and expenses incurred in respect of other acquisitions and financing activities completed during the period and severance costs relating to restructuring activities. For Fiscal 2016, Fiscal 2017 and the three months ended March 31, 2018 and March 31, 2019, consists of legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized.

(e)
Consists of costs related to the rebranding of equipment acquired through business acquisitions. We may incur similar expenditures in the future in connection with other acquisitions.

(f)
Represents management's estimate of the aggregate Acquisition EBITDA for the businesses we acquired in the 12 months ended March 31, 2019, as if such businesses had been acquired on April 1, 2018, calculated as permitted under our Credit Agreements.

(g)
Represents management's estimate of the impact of the application of IFRS 16 as if the new standard had been applied as of April 1, 2018, calculated as permitted under our Credit Agreements.

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RISK FACTORS

        This offering and investing in our subordinate voting shares involves a high degree of risk. In addition to all other information set out in this prospectus, the following factors could materially adversely affect us and should be considered when deciding whether to make an investment in the Company and our subordinate voting shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and results of operations. The occurrence of any of the risks discussed below could materially adversely affect our business, prospects, financial condition, results of operations or cash flow, in which case the price of our subordinate voting shares could decline, and you could lose all or part of your investment. Prospective purchasers of our subordinate voting shares should carefully consider the following risks before investing in our subordinate voting shares. Please also see "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to Our Business and Industry

We are subject to substantial governmental regulation that will change over time. Failure to comply with these requirements, as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgements, and impose limits on our ability to operate and expand.

        We are subject to potential liability and numerous restrictions under environmental and other laws, including those relating to transportation, recycling, treatment, storage and disposal of wastes and hazardous wastes, discharges of pollutants to air and water, and the remediation of contaminated soil, the deposit of remediated or excavated soil at third-party sites, greenhouse gas emissions and the remediation of contaminated surface water and groundwater. These laws and regulations are subject to ongoing changes, not all of which are predictable. The operation of each of our business lines has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as attempts to further regulate our operations. Permits often take years to obtain or renew as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other laws and regulations. These permits are also often subject to resistance from citizen or other groups and other political pressures. Local communities and citizen groups, adjacent landowners or governmental agencies may oppose the issuance or expansion of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage. Responding to these challenges has at times increased our costs, required us to make significant capital investments to upgrade our facilities and extended the time associated with establishing disposal, processing, treatment or remediation facilities or expanding their permitted capacity. In addition, failure to receive or maintain regulatory, zoning or other approval, permits or authorizations, may prohibit us from establishing, or cause or contribute to delays for us in, new or expanding capacity at our existing disposal, processing, treatment or soil remediation facilities, including our transfer stations, landfills and organic waste facilities.

        Our transfer stations or organic waste facilities, liquid waste processing or compost facilities, liquid waste storage and processing, landfill, soil remediation and infrastructure operations are subject to a wide range of odour, noise and land use restrictions. If we are not able to comply with these requirements or other environmental laws that apply to a particular facility, or if we operate without the necessary approvals or permits, we could be subject to administrative, civil, and possibly criminal, fines and penalties, and we may be required to expend substantial capital to bring an operation into compliance, to temporarily or permanently discontinue activities, and/or to take corrective actions. Furthermore, our operations could be affected by future laws and regulations that may be more onerous than those that are currently in place or that result in significant fees payable for compliance costs, and there is no assurance that we will be able to pass on the increased cost of compliance to our

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customers. We may also be affected by legal proceedings commenced by neighbours, local residents or governmental authorities that allege negative impacts from our operations and seek remedies such as damages or injunctions to limit our operations or require us to purchase or compensate them for diminution in value of their properties or to incur capital expenditures to mitigate the impact of our operations on their properties.

        Regulations directed at third parties may also adversely impact our operations. For example, efforts to regulate the emission of greenhouse gases at landfills could increase the cost of operating our landfills and result in increased charges for disposal of waste or limit the ability of the affected landfills to accept solid waste. While these regulations could affect our own landfills, they could also increase the cost for us to dispose of solid waste at third-party landfills. Similarly, while our exposure generally to the oil and gas sector is limited, any adverse impact of greenhouse gas regulations on the cost of operations of our customers in the oil and gas sector could cause some of our customers to suffer financial difficulties, to reduce their need for our services, and/or ultimately to be unable or unwilling to pay amounts owed to us. These events could have a negative impact on our financial condition, results of operations and cash flows, which could cause the price of our subordinate voting shares to decline.

We may face liabilities in connection with environmental matters.

        We may be liable for any remediation costs or natural resources damages attributable to a release or threatened release of pollutants or hazardous substances that has occurred, or may occur in the future, at our current or former facilities or at third-party facilities to which we send waste or our remediated soils, or any other facilities where we conduct business, including damage to neighbouring properties or residents. We may also be liable for environmental contamination caused by pollutants or hazardous substances whose transportation, treatment or disposal we or companies we acquired, arranged or conducted. Under some laws, such as the U.S. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), we could become jointly and severally liable for such contamination regardless of whether we, or our predecessors, including companies that we acquired, caused the release of pollutants or hazardous substances or are otherwise at fault. There can be no assurance that the cost of such cleanup or that our share of the cost or liability will not exceed our estimates or will not have a material adverse effect on our operations, cash flows and available capital. In addition, environmental insurance coverage for our operations does not cover all of the potential liabilities to which we may be subject and we may not be able to obtain insurance coverage in the future at reasonable expense or at all.

        We may also, from time to time, receive notices of violation for failure to comply with environmental laws or become subject to citizen suits as a result of any such noncompliance. There can be no assurance that fines or penalties, or other sanctions associated with such notices or any costs to correct our failure to comply will not be significant to us and impact our results of operations, cash flows and available capital.

        It is also possible that government officials responsible for enforcing environmental or applicable federal, provincial, municipal or state laws or regulations or agreements that govern our activities may believe an issue is more serious than we expect, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible for addressing it. Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a required permit or authorization; prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities; limit (or increase the costs of) our disposal options, including for remediated soils; impose substantial fines or penalties that are comparable to those of criminal sanctions against us or executive officers or employees; or harm our reputation.

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        In addition, we have previously acquired, and may in the future acquire, businesses that may have handled and stored, or will handle and store, hazardous or other regulated substances, including petroleum products, at their facilities. These businesses may have released substances into the soil, air, surface water or groundwater which may have impacted the soil, air, surface water or groundwater of neighbouring properties. They may also have transported or disposed of substances, or arranged to have transported, disposed of or treated substances to or at other properties where substances were released into soil, air, surface water or groundwater. Depending on the nature of our acquisition of these businesses and other factors, we could be liable for the cost of cleaning up any contamination and other environmental damages for which the acquired businesses are liable, even if the contamination predated our ownership or operation of the acquired businesses. Any indemnities or warranties we obtained or obtain in connection with the purchases of these businesses may not be sufficient to cover these liabilities, due to limited scope, amount or duration, the financial capacity of the party who gave or gives the indemnity or warranty to honour it, or other reasons.

We may lose municipal and other contracts through competitive bidding, non-renewal, early termination or as a result of a change of control.

        We derived approximately 34% of our annual solid waste revenue in Pro Forma 2018 from municipal contracts. All of our municipal contracts are for a specified term and may be subject to competitive bidding on the expiration of their current terms. We may not be the successful bidder when a municipal contract which we currently hold expires or we may have to submit a bid at lower margins than we currently enjoy in order to retain the contract. In addition, although we intend to bid on additional municipal contracts, we may not always, or ever, be the successful bidder. Furthermore, some of our municipal contracts have change of control provisions, which may allow municipalities to terminate such municipal contracts in certain circumstances. Similar risks may affect contracts that we currently have or that we may be awarded in the future to operate municipally owned assets, such as MRFs, transfer stations or landfills. In our liquid, infrastructure & soil remediation and solid waste businesses, we also have contracts which are tendered with other government agencies and with our commercial or institutional customers to provide our services on a competitive bid basis. We may not be the successful bidder for these contracts. In addition, some of our customers, including municipalities, may terminate their contracts with us before the end of the terms of those contracts.

        Over the next two years, certain municipal contracts, including the contract for municipal collection service in the west end of the City of Toronto, are up for re-bid. If these contracts are not re-bid, we may not be able to replace the resulting lost revenue. Such a loss could have an adverse effect on our business, financial condition and results of operations.

        If we are not able to replace lost revenue resulting from unsuccessful competitive bidding or non-renewal, renegotiation or early termination of existing municipal and other customer contracts, with other revenue within a reasonable time period, our results of operations, cash flow and financial condition could be adversely affected.

We operate in the highly competitive environmental services industry and may not be able to compete effectively with others in our business lines.

        Some of the markets in which we operate or plan to operate are served by one or more large, international and national companies, as well as by regional and local companies of varying sizes and resources, some of which may have accumulated substantial goodwill in their markets. Some of our competitors may also be better capitalized than we are, have greater name recognition than we do, have access to better equipment than we do, have operations in more jurisdictions than we do, or be able to provide or be willing to bid their services at a lower price than we may be willing to offer. Our inability to compete effectively in securing new or repeat business could hinder our growth or adversely impact our operating results.

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        Additionally, in our solid waste operations, many cities and municipalities operate their own waste collection and disposal facilities and have competitive advantages not available to private enterprises. We also encounter competition from landfill disposal alternatives, such as recycling and incineration, which benefit from provincial requirements to reduce landfill disposal. In our infrastructure & soil remediation business, we compete with landfills for contaminated soils which may be able to offer lower prices than our soil remediation facilities depending upon their proximity to the source site of the soil. If we are unable to successfully compete against our competitors, our ability to retain existing customers and obtain future business could be adversely affected.

Our financial and operating performance may be affected by the inability in some instances to renew landfill or organic waste facility permits and agreements, obtain new landfills or organic waste facility permits and agreements or expand existing facilities. Further, the cost of operation and/or future construction of our existing landfills or organic waste facilities may become economically unfeasible, causing us to abandon or cease operations.

        Our ability to meet our financial and operating objectives may depend in part on our ability to acquire, lease or renew permits or agreements to operate or use landfills, organic waste processing or compost facilities, liquid waste processing facilities, soil remediation facilities and clean or remediated soil disposal sites, expand existing landfills and the capacity of our transfer stations, organic or compost facilities and soil remediation facilities and develop new landfill, transfer station, organic waste processing or compost facilities, soil remediation facilities and clean or remediated soil disposal sites. It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste, soil remediation and liquid waste management facilities, including landfills, transfer stations, soil remediation facilities, clean or remediated soil disposal sites and certain types of organic waste facilities. Expansions of landfill operations, transfer station permits, soil remediation facilities and food processing or processing at our organic processing facilities require GFL to obtain permits, which may impose burdensome terms and conditions that may require us to incur higher capital expenditures than we anticipated and adversely affect our results of operations. Because of these limitations, we may not be able to grow within our existing markets or expand existing landfill sites or the capacity of our transfer stations or usage of third-party landfills, organic waste facilities, soil remediation facilities and clean or remediate soil disposal sites, in order to support acquisitions and internal growth in our existing markets. In particular, increased volumes would shorten the lives of these landfills and with our other facilities could impose limitations on our ability to service our internal tonnage requirements as well as those of our customers. It is also possible that the operation or expansion of existing landfills, organic waste facilities or soil remediation facilities may become economically unfeasible based on management's assessment of permitting issues, acceptable waste streams, available volumes and operating costs and capital expenditures required to meet permitting requirements, in which case we may abandon expansion plans or abandon or cease operations entirely at a particular facility. Any such decision could result in impairment charges as well as ongoing costs for closure and site remediation, which could cause the price of our subordinate voting shares to decline. Exhausting or limiting permitted capacity at any of our facilities would also restrict our growth and reduce our financial performance in the market served by the facility because we would be forced to dispose of waste at more distant disposal or processing facilities or at such facilities operated by our competitors, thereby increasing our waste disposal expenses.

        Our ability to meet our growth objectives depends in part on our ability to expand our existing landfills, organic waste processing facilities, transfer stations, soil remediation facilities, clean or remediated soil disposal sites and such of these facilities that we might acquire. Obtaining required permits and approvals to expand landfills and organic waste processing facilities in some jurisdictions in which we operate, as well as for transfer stations, soil remediation facilities and clean or remediated soil disposal sites has become increasingly difficult and expensive requiring numerous hearings and compliance with various zoning, environmental and regulatory laws subject to frequent and

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unpredictable change in some cases and drawing resistance from citizens, environmental or other groups. Even if permits are granted, they may contain burdensome terms and conditions or the issuance of permits could be extensively delayed, which could affect the remaining capacity at the facility.

        In addition, certain permits, including the air permit recently issued to us for our organics processing facility in Delta, British Columbia, contain provisions that permit the regulator to require us to suspend our operations if we are unable to meet certain performance conditions imposed upon us in the permit. If we were unable to comply with these conditions for a period of time or at all, we could be required to temporarily or permanently suspend our operations at the impacted facility, which would adversely affect our operating results.

We have engaged in recent acquisitions and expect to engage in acquisitions in the future, which may pose significant risks and could have an adverse effect on our operations.

        We have engaged in recent acquisitions and expect to engage in future acquisitions in order to achieve our growth strategy. Our ability to execute our growth strategy depends in part on our ability to identify and acquire desirable acquisition candidates at a price and on terms acceptable to us and on our ability to successfully integrate acquired operations into our business. If we identify suitable acquisition candidates, we may be unable to successfully negotiate their acquisition at a price or on terms and conditions acceptable to us, including as a result of the limitations imposed by our debt obligations. We may have to borrow money in order to finance any future obligations of or relating to such acquisition targets and we may not be able to do so on terms favourable to us or at all.

        Our future financial performance depends in part upon our ability to efficiently and effectively combine the operations of acquired businesses into our existing operations and achieve identified cost savings and other synergies. If we are unable to identify and correct operational or financial weaknesses in acquired businesses or to achieve the projected cost savings, our operating results and cash flows could be negatively impacted. The integration of acquired businesses and other assets, including certain of such businesses' operations and the differences in operational culture of the acquired businesses, may require significant management time and resources, which may distract management's attention from day-to-day business operations. Management will need to maintain existing customers of the acquired businesses and attract new customers, recruit, retain and effectively manage employees, as well as expand operations and integrate financial control systems. Failure to expand operational and financial systems and controls or to retain and integrate appropriate personnel at a pace consistent with our growth could also adversely affect our operating results. Further, if integration-related expenses and capital expenditure requirements are greater than anticipated, or if we are unable to manage our growth profitably, our financial results and cash flow may decline.

We may be subject to potential liabilities from past and future acquisitions that we may not discover in conducting our due diligence.

        Acquired businesses may be subject to environmental, operational, tax and other liabilities and risks that were not identified at the time they were acquired. In pursuing acquisitions, we conduct due diligence on the business or assets being acquired and seek detailed representations and warranties respecting the business or assets being acquired and typically obtain indemnification from sellers of the acquired companies or from representation and warranty insurance. Despite such efforts, there can be no assurance that the scope of such indemnification or insurance would adequately cover any liabilities as a result of acquisitions, or that we will not become subject to undisclosed liabilities as a result of acquisitions. This failure to discover potential liabilities may be due to various factors, such as our failure to accurately assess all of the pre-existing liabilities of the operations acquired or sellers failing to comply with laws. If this occurs, we may be responsible for such liabilities or violations, which could have a material adverse effect on our business, financial condition and results of operations and in

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some instances, could negatively impact the public perception of our brand. Further, we are also subject to the risk of fraud on the part of sellers which could, among other things, result in an overstatement of key metrics of the acquired business or in the failure to disclose instances of non-compliance with applicable laws or contracts related to the acquired business which could expose us to governmental investigation, penalties or fines, the risk of termination or renegotiation of such contracts and have a negative impact on the public perception of our brand.

A portion of our growth and future financial performance depends on our ability to integrate acquired businesses, including Waste Industries, and the success of our acquisitions.

        A component of our growth strategy involves achieving economies of scale and operating efficiencies by growing through acquisitions, such as through the Waste Industries Merger. We may not achieve these goals unless we effectively combine the operations of acquired businesses, including Waste Industries, with our existing operations. In addition, we are not always able to control the timing of our acquisitions. Our inability to complete acquisitions within the time frames that we expect may cause our operating results to be less favourable than expected, which could cause the price of our subordinate voting shares to decline. Even if we are able to make acquisitions on advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions may not fulfill our anticipated financial or strategic objectives in a given market due to factors that we cannot control, such as market conditions, market position, competition, customer base, third-party legal challenges or governmental actions. In addition, we may change our strategy with respect to a market or acquired businesses and decide to sell such operations at a loss, or keep those operations and recognize an impairment of goodwill and/or intangible assets.

Competition for acquisition candidates, consolidation within the environmental services industry and economic and market conditions may limit our ability to grow through acquisitions.

        We seek to grow through strategic acquisitions in addition to organic growth. Although we have and expect to continue to identify numerous acquisition candidates that we believe may be suitable, we may not be able to acquire them at prices or on terms and conditions favourable to us. Other companies have adopted or may in the future adopt our strategy of acquiring and consolidating regional and local businesses. We expect that increased consolidation in the environmental services industry over the longer term will reduce the number of attractive acquisition candidates. Moreover, general economic conditions and the environment for attractive investments may affect the desire of the owners of acquisition candidates to sell their companies. As a result, we may have fewer acquisition opportunities, and those opportunities may be on less attractive terms than in the past, which could cause a reduction in our rate of growth from acquisitions.

We may not be able to achieve management's estimate of the Run-Rate EBITDA of the acquired businesses outlined under "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information."

        We have prepared estimates of the Acquisition EBITDA of businesses that we acquired in Full Year 2018 that are reflected in our Run-Rate EBITDA and set forth under "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information." Our estimates of the Acquisition EBITDA for each of the businesses we have acquired have not been prepared in accordance with IFRS or any other accounting or securities regulations relating to the presentation of pro forma financial information. In particular, the adjustments set forth under "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information" do not account for seasonality and are not a guarantee that such results will actually be realized.

        Our failure to achieve the expected revenue and Adjusted EBITDA contributions could have a material adverse effect on our financial condition and results of operations.

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Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition.

        Our Run-Rate EBITDA set forth under "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information" represents our estimate of our anticipated annual operating results, including, without limitation, our estimates of (i) the contribution of acquired businesses in the periods prior to our acquisition, and (ii) the contribution of certain contracts and agreements that we entered into during or after completion of the applicable period as if they had commenced at the beginning of the applicable period. Our Run-Rate EBITDA is based on certain estimates and assumptions, some or all of which may not materialize. Unanticipated events may occur that could have a material adverse effect on the actual results achieved by us during the periods to which these estimates relate. Those assumptions are summarized under "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures." Presentation of Run-Rate EBITDA excludes certain expense items, such as the impact of non-cash compensation, and such presentation is not intended to be a substitute for historical IFRS measures of operating performance or liquidity. See "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information," and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" for a discussion of the limitations of non-IFRS measures and the Run-Rate EBITDA calculation included in this prospectus.

        Our Run-Rate EBITDA is subject to material risks, uncertainties and contingencies. We do not intend to update or otherwise revise our Run-Rate EBITDA to reflect circumstances existing or arising after the date of this prospectus, or to reflect the occurrence of unanticipated events. Our Run-Rate EBITDA should not be relied upon for any purpose following the consummation of this offering. The inclusion of Run-Rate EBITDA should not be regarded as a representation by us or any other person that we will achieve such operating results or revenues.

We depend on third-party landfills and transfer stations and we cannot provide assurance that we will maintain these relationships or continue to access services at current or higher levels.

        We do not own or operate landfills or transfer stations in certain markets in which we operate. As a result, we rely on third-party landfills or transfer stations to dispose of solid waste in certain markets. If we are unable to access these third-party facilities or if the rates for such third-party facilities increase, it could increase our expenses and reduce profitability. Accordingly, we depend on utilizing a certain level of third-party landfills to be able to conduct our operations at profitable levels.

        We cannot provide assurance that we will maintain our relationships or have access to any particular landfill or transfer station at current levels. We also cannot provide assurance that third-party landfills or transfer stations will continue to permit our usage and charge gate rates that generate acceptable margins for us. Negative impacts could also occur in disposal-neutral markets if our existing third-party landfill or transfer station operators fail to renew their operating contracts, if the volume of waste disposal increases and we are unable to find capacity for such increase or if landfill or transfer station operators increase their gate rates. In addition, new contracts for disposal services that we enter into may not have terms similar to those contained in our existing disposal arrangements, in which case our revenue and profitability could decline.

Our access to equity or debt capital markets is not assured.

        Our ability to access equity or debt capital markets may be severely restricted at a time when we would like, or need, to do so. While we expect we will be able to fund some of our acquisitions and

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capital expenditures with our existing resources, additional financing to pursue additional acquisitions may be required. However, particularly if market conditions deteriorate, we may be unable to secure additional financing or such additional financing may not be available to us on favourable terms, which could have an impact on our flexibility to pursue additional acquisition opportunities. In addition, disruptions in the capital and credit markets could adversely affect our ability to draw on our Revolving Credit Facility (as defined herein) or raise other capital. Our access to funds under the Revolving Credit Facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period.

The cyclical nature of the infrastructure & soil remediation industry may have a significant impact on the level of competition for available projects.

        Fluctuating demand cycles are common in the infrastructure industry and can have a significant impact on the level of competition for available projects. As such, fluctuations in the demand for infrastructure services or the ability of the private and/or public sector to fund projects in then-current economic climate could adversely affect the number of projects available in our markets, pricing and our margins and thus our results, which could cause the price of our subordinate voting shares to decline.

        Given the project-based nature of the infrastructure industry, our financial results, similar to others in the industry, may be impacted in any given period by a wide variety of factors beyond our control (as outlined herein) and, as a result, there may be from time to time, significant and unpredictable variations in our quarterly and annual financial results, which could cause the price of our subordinate voting shares to decline.

        The changes in demand for soil remediation are typically reactive and correspond directly with demand cycles in the infrastructure industry as infrastructure projects generate a significant majority of the demand for soil remediation services.

Increases in labour costs and disposal and related transportation costs could impact our financial results.

        Labour is one of our highest costs and increases in labour costs could materially affect our cost structure. If we fail to attract and retain qualified employees, control our labour costs or recover any increased labour costs through increased prices charged to our customers, or otherwise offset such increases with cost savings in other areas, our operating margins could suffer. In addition, we compete with other businesses in our markets for qualified employees. From time to time, the labour supply is limited in some of our markets. A shortage of qualified employees would require us to enhance our wage and benefits packages to compete more effectively for employees, to hire more expensive temporary employees or to contract for services with more expensive third-party sellers.

        While few of our employees are paid minimum wage, further increases in the minimum wage could create upward pressure on our labour costs and could have an adverse impact on our financial condition, results of operations and cash flows.

        Disposal and related transportation costs are also a significant cost category for us. If we incur increased disposal and related transportation costs and if we are unable to pass these costs on to our customers, our operating results would suffer.

Price increases may not be adequate to offset the impact of increased costs or may cause us to lose customers.

        We seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital. Contractual, general economic, competitive or

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market-specific conditions may limit our ability to raise prices. As a result of these factors, we may be unable to offset increases in costs, improve operating margins and obtain adequate investment returns through price increases. We may also lose customers to lower-price competitors.

Because of our prior acquisitions and future acquisitions we may engage in, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.

        We have acquired over 100 businesses since our inception in 2007. We expect that we will engage in acquisitions of other businesses from time to time in the future as part of our growth strategy. The operating results of the businesses acquired in Full Year 2018, Fiscal 2017 and Fiscal 2016 are included in our audited financial statements from the respective dates of each such acquisition. Historically, all of our acquisitions have been accounted for using the acquisition method of accounting in accordance with IFRS. Use of this method has resulted in a new valuation of the assets and liabilities of the acquired companies, which has generally led to an increase in asset values. We expect an increase in our depreciation and amortization expense and a reduction in our operating and net income commensurate with such increase. As a result of these acquisitions and any future acquisitions, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.

Our operations in the United States and our financial instruments that are denominated in U.S. dollars could expose us to exchange rate fluctuations that could adversely affect our financial performance and our reported results of operations.

        Our operations in the United States are conducted in U.S. dollars and the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes (each as defined herein) and the outstanding borrowings under our Term Facility (as defined herein) are denominated in U.S. dollars. Our consolidated financial statements are denominated in Canadian dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations in the United States from U.S. dollars into Canadian dollars using exchange rates for the current period. Fluctuations in the exchange rates that are unfavourable to us would have an adverse effect on our financial performance and reported results of operations.

        Further, while we hedge the principal and interest payments on the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes and a portion of the Term Facility, we do not hedge the entire amount outstanding under our Term Facility. The currency risk associated with the unhedged portion of the Term Facility are managed with the U.S. dollar denominated cash flows generated from our U.S. operations. If we generate insufficient U.S. dollar denominated cash flows from our U.S. operations, we may be exposed to exchange rate risk with respect to the unhedged portion of the Term Facility.

Our results of operations could be affected by changing prices or market requirements for recyclable materials.

        Our results of operations have been and may continue to be affected by changing purchase or resale prices or market requirements for recyclable materials. Our recycling business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. The market for recyclable materials, particularly newspaper, corrugated containers, plastic and ferrous and aluminum metals may be adversely affected by price decreases which could negatively impact our operating results. The sale prices of and the demand for recyclable commodities, particularly paper products, are frequently volatile and when they decline, our revenues, operating results and cash flows will be affected, which could cause the price of our subordinate voting shares to decline.

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The waste management industry is undergoing fundamental change as traditional waste streams are increasingly viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes at our transfer stations and landfills.

        The waste management industry has increasingly recognized the value of the waste stream as a renewable resource and new alternatives to landfilling are being developed that seek to maximize the renewable energy and other resource benefits of waste. In addition, environmental initiatives, such as product stewardship and extended producer responsibility, which hold manufacturers or other actors in the product life cycle responsible for the disposal of manufactured goods, may reduce the volume of products that enter the waste stream. Further, there may be changes in the laws that classify currently unregulated residual materials as waste, reclassify items in the waste stream as hazardous or that otherwise prohibit the disposal of certain wastes in our landfills. These alternatives and changes in laws may impact the demand for landfill space, which may affect our ability to operate our landfills at full capacity, as well as the tipping fees and prices that we can charge for utilization of landfill space. As a result, our revenues and operating margins could be adversely affected, which could cause the price of our subordinate voting shares to decline.

        Cities and municipalities in which we own and/or operate landfills may be required to formulate and implement comprehensive plans to reduce or direct the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs, such as flow control. Some provincial and local governments prohibit the disposal of certain types of wastes, such as yard waste, at landfills. Such actions have reduced and may in the future further reduce the volume of waste going to landfills in certain areas, which may affect our ability to operate our landfills at full capacity and could adversely affect our operating results, which could cause the price of our subordinate voting shares to decline.

Increasing efforts by provinces, states and municipalities to reduce landfill disposal could lead to our landfills operating at a reduced capacity or force us to charge lower rates.

        Provinces, states and municipalities increasingly have supported the following alternatives to or restrictions on current landfill disposal: (i) reducing waste at the source, including recycling and composting; (ii) prohibiting disposal of certain types of waste at landfills; and (iii) limiting landfill capacity.

        Many provinces and states have enacted, or are currently considering or have considered enacting, laws regarding waste disposal, including: (i) requiring counties, regions, cities and municipalities under their jurisdiction to use waste planning, composting, recycling or other programs to reduce the amount of waste deposited in landfills; and (ii) prohibiting the disposal of food and organic waste, yard waste, tires and other items in landfills. Even where not prohibited by applicable law, some grocery stores and other businesses have chosen or may in the future choose to divert their waste from landfills, while other companies have set zero waste goals and communicated an intention to cease the disposal of any waste at landfills. Although such mandates and initiatives help to protect our environment, these developments may reduce the volume of waste disposed of in landfills in certain areas, which could lead to our landfills operating at less than capacity or force us to charge lower prices for our landfill disposal services.

Changes to patterns regarding disposal of waste could adversely affect our results of operations by reducing the volume of waste available for collection and disposal, thus reducing our earnings.

        Waste reduction programs may reduce the volume of solid waste available for collection and disposal in some areas where we operate. Municipal and provincial authorities increasingly mandate recycling and waste reduction at the source and prohibit the disposal of certain types of waste, such as yard waste, at landfills where we send waste we receive at our transfer stations. Any significant change

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in regulation or patterns regarding disposal of solid waste would have a material adverse effect on our earnings by reducing the level of demand for our services, resulting in decreased revenue and the earnings we are able to generate. Additionally, regulations establishing extended producer responsibility ("EPR") are being considered or implemented in many places around the world, including in the United States and Canada. EPR regulations are designed to place either partial or total responsibility on producers to fund the post-use life cycle of the products they create. Along with the funding responsibility, producers may be required to take over management of local recycling programs by taking back their products from end users or managing the collection operations and recycling processing infrastructure. There is no federal law establishing EPR in the United States; however, state and local governments could, and in some cases have, taken steps to implement EPR regulations. If wide-ranging EPR regulations were adopted, they could have a fundamental impact on the waste streams we manage and how we operate our business, including contract terms and pricing.

        While we are expanding our service offerings to include organic waste facilities, there can be no assurance that the volume or pricing of such services would offset any loss in revenue from our landfill operations. If we are not successful in expanding our service offerings, growing lines of businesses to service waste streams that do not go to landfills and providing services for customers that wish to reduce waste entirely, then our revenues may decline.

Fuel supply and prices may fluctuate significantly, and we may not be able to pass on cost increases to our customers.

        We rely on diesel fuel to run the majority of our collection vehicles in our solid and liquid waste operations and our equipment used in our transfer stations, landfills, organic waste facilities and infrastructure & soil remediation operations. The price and supply of diesel fuel can fluctuate significantly based on international, political and economic circumstances, as well as other factors outside of our control, such as actions by the Organization of the Petroleum Exporting Countries ("OPEC") and other oil and gas producers, regional production patterns, weather conditions, political instability in oil and gas producing regions and environmental concerns. Supply shortages could also substantially increase our operating expenses. Additionally, as fuel prices increase, our direct operating expenses increase and many of our suppliers raise their prices as a means to offset their own rising costs. Our contracts or competitive pressures may limit our ability to pass on, or the timing of our ability to pass on, the increases in fuel costs or the full amount of increases in our fuel costs to our customers. We also use natural gas for the operation of part of our solid waste fleet. Natural gas prices are also subject to fluctuation. We do not currently use derivative instruments to hedge against these fluctuations. To the extent that lower fuel prices result in negative CPI on a year-over-year basis, revenue from municipal contracts that provide for both increases and decreases in amounts payable to us as the contractor may reduce our revenue.

        Our operations also require the use of products (such as liners at our landfills) the costs of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs. We are also susceptible to increases in indirect fuel fees from our vendors.

        Selling prices in our UMO business are sensitive to changes in the market price of oil. Reductions in oil prices may affect our UMO collections and our pricing. As the price of oil per barrel drops, refineries may reduce their production in response, resulting in a reduction in the amount of UMO that we sell to these refineries that are UMO customers. This may reduce our revenue.

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We require sufficient cash flow to reinvest in our business.

        Our financial strategy depends on our ability to maintain the current rating on our existing debt, generate sufficient cash flow to reinvest in our existing business, fund internal growth, acquire other environmental service businesses and take other actions to enhance our value. If we cannot maintain our current rating on our existing debt, our interest expense could increase and our ability to obtain financing on favourable terms may be adversely affected.

        We must also use a portion of our cash flows from operating activities for growth and maintenance capital expenditures, including the maintenance of our existing fleet and facilities, which reduces our flexibility to use such cash flows for other purposes, such as reducing our indebtedness. Our capital expenditures could increase if we make acquisitions or bid on new municipal contracts which may require us to provide new vehicles to service the contracts. We may also be required to make unexpected capital expenditures to respond to changes in governmental requirements which govern our operations, such as stricter emissions requirements applicable to our vehicles or our facilities or more stringent odor control requirements. In addition, if we acquire more landfill assets, we will incur higher capital expenditures because of the more capital intensive nature of the landfill business. The amount that we spend on capital expenditures may exceed current expectations, which may require us to obtain additional funding for our operations and incur additional indebtedness or impair our ability to grow our business.

We may be unable to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage.

        If we are unable to obtain performance or surety bonds, letters of credit or insurance, we may not be able to enter into additional contracts or retain or obtain necessary operating permits. Each of our collection contracts, municipal contracts, infrastructure contracts, transfer stations, organic facilities or soil remediation or clean or remediated soil site operations and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other financial assurance to secure contractual performance or comply with federal, state, provincial or local environmental laws or regulations. We typically satisfy these requirements by posting bonds or letters of credit. As at the end of Full Year 2018, we had approximately $579.8 million of such surety bonds in place and approximately $68.9 million of letters of credit issued. Closure bonds are difficult and costly to obtain and are subject to governmental laws or regulations which may change and become increasingly stringent. If we are unable to obtain performance or surety bonds or additional letters of credit in sufficient amounts or at acceptable rates, we could be precluded from entering into additional contracts or obtaining or retaining operating permits for our various permitted facilities. Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional upon the contractor having adequate insurance coverage. Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, state, provincial, or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations, which could cause the price of our subordinate voting shares to decline.

Our business is subject to operational, health and safety and environmental risks, including the risk of personal injury to employees and others.

        Provision of environmental services involves risks, such as on- or off-site vehicle or equipment accidents, equipment defects, spills, malfunctions and failures and natural disasters, which could potentially result in releases of hazardous materials, injury or death of employees and others or a need to shut down or reduce operation of our facilities while remedial actions are undertaken. These risks expose us to potential liability, damages, fines or charges for pollution, remediation and other

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environmental damages, personal injury, loss of life, business interruption and property damage or destruction.

        While we seek to minimize our exposure to such risks through comprehensive training and compliance programs and insurance, as well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected, which could cause the price of our subordinate voting shares to decline.

We depend on our key personnel.

        Our success depends significantly on the continued individual and collective contributions of our senior, regional and local management teams. The loss of the services of members of these management teams or the inability to hire and retain experienced replacement management personnel could have a material adverse effect on our business, results of operations and financial condition. In addition, to implement and manage our business and operating strategies effectively, we must maintain a high level of efficiency and performance, continue to enhance our operational and management systems, and continue to successfully attract, train, motivate and manage our employees. If we are not successful in these efforts, this may have a material adverse effect on our business, results of operations and financial condition. Any departures of key personnel could also be viewed in a negative light by investors and research analysts, which could cause the price of our subordinate voting shares to decline.

Our business requires us to register as a commercial vehicle operator in the jurisdictions in which we operate and maintain certain standards with respect to the operation of our fleet.

        Each of the jurisdictions in which we operate has regulations that govern the operation and safety requirements of our vehicles. For example, the Ministry of Transportation for some Canadian provinces monitors each carrier's collisions, convictions and fleet inspections and assigns a carrier safety rating based on a pre-determined formula compared with industry performance data. These ratings are important as they determine our ability to operate vehicles in the particular province and may affect our ability to bid on certain municipal and other commercial contracts which require that a bidder have a certain rating at the time of the bid submission. Our failure to maintain the required ratings could adversely affect our results of operations, which could cause the price of our subordinate voting shares to decline.

Our business is and may be adversely affected by weather conditions and seasonality.

        Our operating results fluctuate seasonally. Our solid waste and liquid waste operations can be adversely affected by periods of inclement or severe weather, which could increase the volume of waste collected under our existing contracts, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, delay the construction or expansion of our landfill sites and other facilities or cause us to incur incremental labour, maintenance and equipment costs and penalties under municipal contracts, some or all of which we may not be able to recover from our customers. In our infrastructure & soil remediation business line, our operating revenue is lowest in the first quarter primarily due to lower construction project activity in the winter months as a result of winter weather conditions. High precipitation levels, particularly in the spring, can also adversely impact revenue, particularly in the first and second quarters when project start dates are more likely to be delayed or result in the extension of road load restrictions, negatively impacting the volume of soil at our soil remediation facilities. Weather conditions can also cause delays in the timing of purchases of UMO by asphalt plants engaged in road construction.

        In addition, natural disasters, such as winter storms, periods of particularly inclement weather or climate extremes resulting from climate change, may also generally force us to temporarily suspend

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some of our operations and as a result, may significantly affect our operating results, which could cause the price of our subordinate voting shares to decline.

        Because of these factors, we expect operating income to generally be lower in the winter months. The impact of adverse weather conditions on our operations may also contribute to variability in our interim and annual period to period results of operations.

The loss of existing customers or the inability to obtain new contracts could adversely affect our business.

        Our business depends to a large degree on our customer contracts and relationships. If we are unable to maintain our existing customer contracts or obtain additional customer contracts or service agreements to replace lost customer revenue, our business, results of operations, cash flows and financial condition will be adversely affected, which could cause the price of our subordinate voting shares to decline.

An economic downturn may have an adverse impact on our operating results and may expose us to credit risk from our customers.

        Our business is subject to a number of general economic factors, many of which are out of our control, which may have a material adverse effect on our business, financial condition and results of operations. These include recessionary economic cycles and downturns in the business cycles of the industries in which our customers conduct business, as well as downturns in the principal regional economies where our operations are located. A weak economy generally results in a decline in solid and certain liquid waste volumes generated as well as in infrastructure and construction and demolition projects which may reduce the volume of contaminated soil at our soil remediation operations and the volume of liquid waste at our sludge pads which would negatively affect our operating results. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby reduce demand for the services we provide. Additionally, the decline in liquid or solid waste volumes may result in increased competitive pricing pressure and increased customer turnover, resulting in lower revenue and increased operating costs.

        The challenging economic environment may cause some of our customers to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. This could have a negative impact on our financial condition, results of operations and cash flows, which could cause the price of our subordinate voting shares to decline.

We are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely affected.

        We may experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. The inability to implement new systems or delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Additionally, any systems failures could impede our ability to timely collect and report financial results and other operating information in accordance with our banking and other contractual commitments and our environmental and other permits.

A cybersecurity incident could negatively impact our business and our relationships with customers.

        We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees and our customers. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers'

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personal information, private information about employees and financial and strategic information about us and our customers. We also rely on a payment card industry compliant third party to protect our customers' credit card information. While we pursue our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with acquisitions, new initiatives and our information technology systems generally, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventive measures and incident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation, release of sensitive and/or confidential information or intellectual property or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage.

Damage to our reputation or our brand could adversely affect our business.

        Developing and maintaining our reputation and our brand are important factors in our relationship with customers, suppliers and others. Our ability to address adverse publicity or other issues, including concerns about service quality, environmental compliance, efficacy or similar matters, real or perceived, could negatively impact sentiments towards us and our services, and our business and financial results could suffer. In addition, any lawsuits, regulatory inquiries or other legal proceedings brought against us, could create negative publicity, which could damage our reputation and competitive position and adversely affect our business and financial condition, which could cause the price of our subordinate voting shares to decline.

The introduction of new tax or accounting rules, laws or regulations could adversely impact our reported results of operations.

        Complying with new tax or accounting rules, laws or regulations could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods. The legislation recently enacted in the United States commonly known as the Tax Cuts and Jobs Act made extensive changes to the U.S. federal income tax system. This law and related future legislation, regulations and rulings could adversely affect our U.S. federal income tax treatment. The interpretation and application of many provisions of this law are subject to significant ambiguity. You are highly encouraged to consult your advisors regarding such changes.

Increases in insurance costs could reduce our operating margins and reported earnings.

        Our operations are subject to risks normally inherent in an environmental services industry, including potential liability which could result from, among other circumstances, personal injury, environmental claims or property damage. We maintain insurance policies for automobile, general, employers, environmental, products liability, cyber incident, worker's compensation for our employees in our U.S. operations, directors' and officers' fiduciary liability and property insurance. Worker's compensation insurance for our Canadian operations is covered under various provincial government programs. The availability of, and ability to collect on, insurance coverage is subject to factors beyond our control. In addition, we may become subject to liability hazards in circumstances where we cannot or may elect not to insure (because of high premium costs or other reasons), or for occurrences which exceed maximum coverage under our policies. We also provide group employee health and welfare benefits insurance coverage to our non-unionized employees and unionized employees pursuant to collective bargaining agreements. We have no control over changing conditions and pricing in the insurance marketplace and the cost or availability of various types of insurance may change dramatically in the future. Also, our costs of providing group health coverage may increase based on

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our claims experience. To the extent these costs cannot be passed on to our customers through rate increases, increases in insurance costs could reduce future profitability. Furthermore, the inability to obtain insurance in the future for certain types of losses may require us to limit the services we provide or the areas in which we operate, thereby reducing our revenue. Lastly, the occurrence of a significant uninsured loss could have a material adverse effect on us. Also, due to the variable condition of the insurance market, we may experience future increases in self-insurance levels as a result of increased retention levels and increased premiums. If we elect to assume more risk for self-insurance through higher retention levels, we may experience more variability in our self-insurance reserves and expense.

Governmental authorities have enacted (and are expected to further enact) climate change requirements that could increase our costs to operate.

        Environmental advocacy groups and regulatory agencies in Canada and in the U.S. have been focusing considerable attention on the emissions of greenhouse gases and the link they are understood to have to climate change. As a consequence, governments have enacted (and are expected to further enact) laws and regulations to regulate greenhouse gas emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Comprehensive greenhouse gas legislation, including carbon pricing and the imposition of fees, taxes or other costs, could adversely affect our collection, disposal and processing operations as well as the operations of our customers. Changing environmental regulations could require us to take any number of actions, including the purchase of emission allowances or the installation of additional pollution control technology such as methane gas collection systems at landfills, and could make our operations less profitable, which could adversely affect our results of operations, which could cause the price of our subordinate voting shares to decline.

We could be subject to significant fines and penalties, and our reputation could be adversely affected, if our businesses, or third parties with whom we have a relationship, fail to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations.

        It is our policy to comply with all applicable anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, Canada's Corruption of Foreign Public Officials Act and other applicable local laws of the countries in which we operate, and we monitor our local partners' compliance with such laws as well. Our reputation may be adversely affected if we were reported to be associated with corrupt practices or if we or our local partners fail to comply with such laws. Such damage to our reputation could adversely affect our ability to grow our business. Additionally, violations of such laws could subject us to significant fines and penalties.

We will incur increased expenses as a result of being a public company and our current resources may not be sufficient to fulfill our public company obligations.

        We expect to incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in the United States and Canada and the rules of the            and TSX substantially increases our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. Reporting obligations as a public company and our anticipated growth may strain our financial and management systems, processes and controls, as well as on our personnel.

        We also expect these laws, rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance

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and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

        We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of our inherent limitations and the fact that we are a new public company and are implementing new financial control and management systems, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the market price of our subordinate voting shares and harm our ability to raise capital in the future.

        If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our subordinate voting shares. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the market price of our subordinate voting shares and harm our ability to raise capital. Failure to accurately report our financial performance on a timely basis could also jeopardize our listing on the            and/or TSX or any other stock exchange on which our subordinate voting shares may be listed. Delisting of our subordinate voting shares on any exchange would reduce the liquidity of the market for our subordinate voting shares, which would reduce the price of and increase the volatility of the market price of our subordinate voting shares.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and stock price.

        As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act ("Section 404"), in the United States, or National Instrument 52-109—Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), in Canada.

        In connection with the audit of our consolidated financial statements, management has identified certain control deficiencies during its time as a privately-held company that together amount to a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. During this time, the Company did not have in place an effective control environment with formal processes and procedures or an adequate number of accounting personnel with the appropriate technical training in, and experience with, IFRS to allow for a detailed review of complex accounting transactions, including business combinations, that would identify errors in a timely manner. In addition, the Company did not design or maintain effective controls over the financial statement close and reporting process in order to ensure the accurate and timely preparation of financial statements in accordance with IFRS.

        Subsequent to December 31, 2018, management has taken steps to address the material weakness and implement a remediation plan, which management believes will address the underlying causes. The Company has engaged external advisors to provide financial accounting assistance in the short term and we continue to evaluate and document the design and operating effectiveness of our internal controls and execute the remediation and implementation of our internal controls as required. While management believes that the steps taken to date are adequate in addressing the material weakness,

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the material weakness identified above cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. No assurance can be provided at this time that the actions and remediation efforts will effectively remediate the material weakness or prevent the incidence of other material weakness in the Company's internal control over financial reporting in the future.

        As a public company, we will become subject to reporting and other obligations under applicable U.S. and Canadian securities laws and rules of the                                and the TSX. We will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish that management has effectively remediated the identified material weakness or maintain appropriate internal financial reporting controls and procedures in the future, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.

        In addition, we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weakness identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management's attention from other matters that are important to our business. In addition, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering.

        In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by U.S. and/or Canadian securities laws, including pursuant to Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses which could result in a material misstatement of our annual consolidated financial statements, our interim reports, or disclosures that may not be prevented or detected.

        We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgements in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with U.S. and/or Canada securities laws,

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including, the Sarbanes-Oxley Act for compliance with the requirements of Section 404, or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified opinion, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our subordinate voting shares. Failure to accurately report our financial performance on a timely basis could also jeopardize our listing on the                                and/or TSX or any other stock exchange on which our subordinate voting shares may be listed. Delisting of our subordinate voting shares on any exchange would reduce the liquidity of the market for our subordinate voting shares, which would reduce the price of and increase the volatility of the market price of our subordinate voting shares.

Efforts by labour unions could divert management attention and adversely affect operating results.

        From time to time, labour unions attempt to organize our employees. As at the end of Full Year 2018, approximately 16% of our employees were represented by unions, and we have or will have collective bargaining agreements with each of these groups. Negotiating collective bargaining agreements could divert management's attention, which could adversely affect operating results. Additional groups of employees may seek union representation in the future. As a result of these activities, we may be subject to unfair labour practice charges, complaints and other legal, administrative and arbitral proceedings initiated against us by unions or employees, which could divert management's attention from our operations, resulting in an adverse impact on our operating results. If we are unable to negotiate acceptable collective bargaining agreements, we may be subject to labour disruptions, such as union-initiated work stoppages or strikes. Depending on the type and duration of any labour disruptions, our operating expenses could increase significantly, which could adversely affect our financial condition, results of operations and cash flows. While the majority of our collective agreements contain "no strike" clauses, extended labour disruptions could impact our ability to fulfill our contractual obligations to municipalities and other customers and result in termination of our contracts.

Our accruals for our landfill site closure and post-closure costs and contamination-related costs may be inadequate.

        We are required to pay capping, closure and post-closure maintenance costs for all of our owned landfill sites, and in some instances landfill sites that we manage. Our estimates or assumptions concerning future cell development, landfill closure or post-closure costs may turn out to be significantly different from actual results. Our obligations to pay closure or post-closure costs or other contamination-related costs may exceed the amount we have accrued and reserved from funds or reserves established to pay such costs. In addition, subsequent to the completion or closure of a landfill site, we may be liable for unforeseen environmental issues, which could result in our payment of substantial remediation costs. To the extent that such events occur at a landfill, cash expenditures for closure and post-closure could be accelerated, results of operations and cash flow estimates may be adversely affected and the carrying amount of the landfill may be subject to impairment testing, which could adversely affect our financial condition or operating results and could cause the price of our subordinate voting shares to decline.

Competitive dynamics for excess landfill capacity have changed in the past and may change in the future.

        Excess capacity in U.S. landfills in Michigan and upstate New York has resulted in very competitive pricing for the large volume of solid waste that we control through our network of transfer stations in Ontario and through our collection operations in Michigan. A change in this competitive dynamic would have a significant adverse impact on the costs of operating our solid waste business and our operating revenue.

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Our business may be interrupted by litigation or regulatory or activist action.

        We may, in the normal course of business, be subject to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, result in adverse judgements, settlements or fines and create negative publicity. Many of these matters raise difficult and complicated factual and legal issues and are subject to uncertainties and complexities. In addition, individuals or environmental activists could lobby governments to limit the scope of our operations, especially in connection with obtaining new or expanded permits and regulating disposal sites for remediated soils and organic waste processing facilities. The timing of the final resolutions to lawsuits, regulatory inquiries and governmental and other legal proceedings is uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgements, orders or settlements or require us to implement corrective measures or facility modifications, any of which could require substantial payments. Any adverse outcome in such proceedings could adversely affect our operations and financial results, which could cause the price of our subordinate voting shares to decline.

The geographic location of our Southeastern United States operations could leave us vulnerable to acts of nature in those areas.

        Our facilities located in the Southeastern United States are especially susceptible to natural disasters such as hurricanes and tropical storms. A significant natural disaster could severely damage or destroy these facilities, disrupting employees and customers, which could, in turn, significantly adversely affect our business, results of operations and financial condition.

Risks Related to this Offering and Ownership of Our Subordinate Voting Shares and Multiple Voting Shares

The Investors will continue to have significant influence over us upon completion of the offering.

        Our multiple voting shares have 10 votes per share and our subordinate voting shares, which are the shares we are selling in this offering, have one vote per share. Collectively, Patrick Dovigi, Josaud Holdings Inc. and Sejosa Holdings Inc. (the "Dovigi Group") will hold all of our issued and outstanding multiple voting shares, approximately         % of our total issued and outstanding shares and approximately        % of the voting power attached to all of the shares (approximately        % and        %, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full).

        Upon completion of this offering, the Investors will hold approximately        % of our total issued and outstanding shares and approximately %                        of the voting power attached to all of the shares (approximately        % and        %, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full).

        The Investors will have significant influence over us and decisions that require shareholder approval, including election of directors and significant corporate transactions. As long as the Investors, or affiliates thereof, own or control at least a majority of the voting power attached to all of the shares, they will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our articles ("Articles") or by-laws, or the approval of any significant corporate transaction, including a sale of substantially all of our assets. Even if their ownership falls below 50% of the voting power attached to all of the shares, the Investors, or affiliates thereof, will continue to be able to strongly influence or effectively control our decisions.

        Each of our directors and officers owes a fiduciary duty to us and must act honestly and in good faith with a view to our best interests. However, any director and/or officer that is a shareholder, even a controlling shareholder, is entitled to vote its shares in its own interests, which may not always be in

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the interests of our shareholders generally. The concentration of voting power in the Investors may also have an adverse effect on the market price of our subordinate voting shares. We may also take actions that our other shareholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment to decline.

An active, liquid and orderly trading market for our subordinate voting shares may not develop, and you may not be able to resell your shares at or above the initial public offering price.

        The TSX and the            have not conditionally approved our listing application and there is no assurance that the TSX and the             will approve our listing applications. There is currently no market through which our subordinate voting shares may be sold and, if a market for our subordinate voting shares does not develop or is not sustained, you may not be able to resell your subordinate voting shares purchased in this offering. This may affect the pricing of the subordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of the subordinate voting shares and the extent of issuer regulation. The initial public offering price of our subordinate voting shares was determined through negotiations between us and the underwriters. The initial public offering price may not be indicative of the market price of our subordinate voting shares after this offering. In the absence of an active trading market for our subordinate voting shares, investors may not be able to sell their subordinate voting shares at or above the initial public offering price. We cannot predict the price at which our subordinate voting shares will trade.

You will incur immediate and substantial dilution in the net tangible book value of the subordinate voting shares you purchase in this offering.

        The initial public offering price per subordinate voting share will be substantially higher than our pro forma net tangible book value per subordinate voting share immediately after this offering. As a result, you will pay a price per subordinate voting share that substantially exceeds the per subordinate voting share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your subordinate voting shares than the amounts paid by our existing owners. Assuming an offering price of US$            per subordinate voting share, which is the mid-point of the estimated price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of US$            per subordinate voting share. See "Dilution."

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders. We are also permitted to rely on exemptions from certain governance standards applicable to U.S. issuers.

        As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings will be governed by Canadian requirements. In addition, our officers, directors and Investors are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and Investors purchase or sell our subordinate voting shares.

        We may also take advantage of certain provisions in the            Listing Rules that allow us to follow Canadian law for certain governance matters. Applicable Canadian laws encourage, but do not require, that a majority of our board of directors consists of independent directors. Our board of directors therefore may include fewer independent directors than would be required if we were subject to            listing standards. In addition, we are not subject to            listing standards that require that independent directors regularly have scheduled meetings at which only independent directors are present. Canadian securities laws encourage, but do not require, that we adopt a compensation

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committee and a nominating committee that is comprised entirely of independent directors. As a result, our practice varies from the requirements of            listing standards, which set forth certain requirements as to the responsibilities, composition and independence of compensation and nominating committees. Canadian securities laws do not require that we disclose information regarding third-party compensation of our directors or director nominees. As a result, our practice varies from the third-party compensation disclosure requirements of            standards.

        Furthermore, quorum requirements applicable to general meetings of shareholders as set out in the OBCA differ from the requirement of            listing standards, which requires that an issuer provide in its by-laws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

We may lose foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

        Following completion of this offering, we will be a "foreign private issuer," as such term is defined in Rule 405 of Regulation C under the Exchange Act. We may in the future lose our foreign private issuer status if a majority of our shares are held in the U.S. and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (1) a majority of our directors or executive officers are U.S. citizens or residents; (2) a majority of our assets are located in the U.S.; or (3) our business is administered principally in the U.S.

        If we lose our foreign private issuer status and decide, or are required, to register as a U.S. domestic issuer, the regulatory and compliance costs to us will be significantly more than the costs incurred as a foreign private issuer. In such event, we would not be eligible to use foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer.

The market price of our subordinate voting shares may be volatile, which could result in substantial losses for investors purchasing subordinate voting shares in this offering.

        The market price of our subordinate voting shares could be subject to significant fluctuations after this offering, and it may decline below the offering price. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our subordinate voting shares to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our subordinate voting shares to fluctuate include:

    significant volatility in the market price and trading volume of comparable companies;

    actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts;

    adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

    short sales, hedging and other derivative transactions in our subordinate voting shares;

    announcements of new contracts, significant acquisitions or significant agreements by us or by our competitors;

    litigation or regulatory action against us;

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    investors' general perception of us and the public's reaction to our press releases, our other public announcements and our filings with applicable securities regulators;

    publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

    changes in general political, economic, industry and market conditions and trends;

    sales of our subordinate voting shares by our directors, executive officers, Investors and existing shareholders and their affiliates;

    sales, or anticipated sales, of large blocks of our subordinate voting shares;

    recruitment or departure of key personnel; and

    other risk factors described in this section of the prospectus.

        In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our subordinate voting shares. Hence, the market price of our subordinate voting shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our subordinate voting shares regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

Our level of indebtedness may increase and reduce our financial flexibility.

        We are currently indebted under our Credit Agreements (as defined herein) and our Notes (as defined herein) and we may incur additional indebtedness under the Credit Agreements or otherwise in the future. We are exposed to changes in interest rates on our cash and cash in escrow, bank indebtedness and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, reduce or delay expenditures or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

        Our level of indebtedness could affect our operations in several ways, including the following:

    a significant portion of our cash flows could be used to service our indebtedness;

    the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

    our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

    a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

    a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

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    a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions or other purposes.

        In addition to our debt service obligations, our operations require material expenditures on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as our capacity to fund the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. See "Description of Material Indebtedness."

A significant portion of our total outstanding indebtedness will become due over the next four years.

        Our current cash and liquidity position may not be sufficient to repay a portion of our existing indebtedness, including the 2022 Notes and the 2023 Notes (as defined herein) as they mature in 2022 and 2023, respectively. Our ability to continue as a going concern is dependent on us being able to obtain the necessary financing to satisfy our liabilities as they become due. There can be no assurances that we will be successful in securing adequate financing or secure adequate financing on reasonable terms. See "Description of Material Indebtedness."

A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the market price of our subordinate voting shares to drop significantly.

        Sales of a substantial number of our subordinate voting shares in the public market could occur at any time after the expiration of the 180-day contractual lock-up period described in the "Underwriting" section of this prospectus (or earlier if such lock-up period is waived by the underwriters). These sales, or the market perception that the holders of a large number of subordinate voting shares intend to sell subordinate voting shares, could significantly reduce the market price of our subordinate voting shares and the market price could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these subordinate voting shares or the availability of these subordinate voting shares for sale will have on the market price of our subordinate voting shares. If the market price of our subordinate voting shares was to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investments.

Because we are a corporation incorporated in Ontario and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

        We are a corporation incorporated under the laws of Ontario with our principal place of business in Vaughan, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgements of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgements of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

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        Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgements obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

The Investors, whose interests may differ from yours, have significant control over our business.

        The Investors are our substantial shareholders and certain Investors have representation on our board of directors. This could lead to conflicts of interest, real or perceived, at the board or management level where the interests of the Investors may differ from yours. Further, the Investors are in a position to effectively influence our management, and their interests may differ from those of the holders of our subordinate voting shares. If the Investors exercise such rights, a change of control may occur and we will be required to comply with the change of control offer obligations under the Notes Indentures (as defined herein) and other agreements. See "Principal Shareholders" and "Description of Material Indebtedness."

Future offerings of debt securities, which would rank senior to our subordinate voting shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our subordinate voting shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our subordinate voting shares.

        In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our subordinate voting shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our subordinate voting shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our subordinate voting shares in this offering bear the risk of our future offerings reducing the market price of our subordinate voting shares and diluting their ownership interest in the Company.

Any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our subordinate voting shares, which could depress the market price of our subordinate voting shares.

        Upon completion of this offering, our board of directors will have the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred shares could be issued with liquidation, dividend and other rights superior to the rights of our subordinate voting shares. The potential issuance of preferred shares may delay or prevent a change in control of us, discourage bids for our subordinate voting shares at a premium over the market price and adversely affect the market price and other rights of the holders of our subordinate voting shares.

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The issuance of additional subordinate voting shares or multiple voting shares may have a dilutive effect on the interests of our shareholders.

        The issuance of additional multiple voting shares or subordinate voting shares may have a dilutive effect on the interests of our shareholders. The number of subordinate voting shares and multiple voting shares that we are authorized to issue is unlimited. We may, in our sole discretion, subject to applicable law and the rules of the             and the TSX, issue additional multiple voting shares or subordinate voting shares from time to time (including pursuant to any equity-based compensation plans that may be introduced in the future), and the interests of shareholders may be diluted thereby.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

        Our by-laws provide that we will indemnify our directors and officers. In addition, we expect to enter into agreements prior to closing of this offering to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of the indemnification agreements with our director nominees and each of our directors and officers, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of Ontario, Canada, if the basis of the indemnitee's involvement was by reason of the fact that the indemnitee is or was a director or officer of the Company or any of its subsidiaries. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance within 30 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

We are governed by the corporate laws in Ontario, Canada, which in some cases have a different effect on shareholders than the corporate laws in Delaware, United States.

        The material differences between the OBCA and our Articles as compared to the Delaware General Corporation Law (the "DGCL") which may be of most interest to shareholders include the following: (1) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions and amendments to our Articles), the OBCA generally requires at least a two-thirds majority vote by shareholders, whereas the DGCL generally only requires a majority vote of shareholders for similar material corporate transactions; (2) under the OBCA, shareholders holding 5% or more of our subordinate voting shares in the aggregate can requisition a special meeting at which any matters that can be voted on at our annual meeting can be considered, whereas the DGCL does not give this right; (3) the OBCA requires at least a 50% +1 majority vote by shareholders to pass a resolution for one or more directors to be removed unless otherwise specified in the company's articles, whereas the DGCL only requires the affirmative vote of a majority of the shareholders; however, many public company charters limit removal of directors to a removal for cause; and (4) under the OBCA and our Articles, our authorized share structure can be amended by a special resolution of the shareholders (and a special separate resolution may be required by shareholders of a share class or series whose rights will be prejudiced), whereas under the DGCL, a majority vote by shareholders is generally required to amend a corporation's certificate of incorporation and a separate class vote may be required to authorize alterations to a corporation's authorized share structure. We cannot predict if investors will find our subordinate voting shares less attractive because of these

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material differences. If some investors find our subordinate voting shares less attractive as a result, there may be a less active trading market for our subordinate voting shares and our share price may be more volatile. See "Comparison of Shareholder Rights."

Our Articles and by-laws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit your ability to obtain a favourable judicial forum for disputes with us.

        Prior to the closing of this offering, we will be adopting a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada (the "Court") and appellate courts therefrom (or, failing such Court, any other "court" as defined in the OBCA, having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us, or (3) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or our Articles. Our forum selection provision also provides that our shareholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our provision. Therefore, it may not be possible for shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario.

        Our forum selection provision seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. While forum selection clauses in corporate charters and by-laws/articles are becoming more commonplace for public companies in the United States and have been upheld by courts in certain states, a recent decision of the Supreme Court of Canada has cast some uncertainty as to whether forum selection clauses would be upheld in Canada. Accordingly, it is possible that the validity of our forum selection provision could be challenged and that a court could rule that such provision is inapplicable or unenforceable. If a court were to find our forum selection provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

Provisions of Canadian law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

        The Investment Canada Act subjects direct acquisition of control (as defined therein) of us by a "non-Canadian" (as defined therein) to government review. A reviewable acquisition may not proceed unless the relevant Minister is satisfied that the investment is likely to be of net benefit to Canada. This could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their subordinate voting shares.

        Furthermore, acquisitions of our subordinate voting shares may be subject to filing and clearance requirements under the Competition Act (Canada) where certain thresholds are exceeded. This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or Ontario, or in our Articles on the rights of non-Canadians to hold or vote our subordinate voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders.

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We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

        The net proceeds from the sale of our subordinate voting shares by us in this offering may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may also be invested with a view towards long-term benefits for our shareholders and this may not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

        The individuals who now constitute our senior management team have relatively limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. and Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

We do not expect to pay any cash dividends for the foreseeable future.

        We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with applicable laws and any contractual provisions, including under the Credit Agreements and other agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our board of directors deems relevant. Accordingly, if you purchase subordinate voting shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our subordinate voting shares, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our subordinate voting shares.

If securities or industry analysts do not publish research or publish unfavourable research about our business, our subordinate voting share price and trading volume could decline.

        The trading market for our subordinate voting shares will be influenced by research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us or our business. If no securities or industry analysts commence coverage of us or our business, the market price of our subordinate voting shares would likely be negatively impacted. In the event securities or industry analysts initiated coverage, if one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our subordinate voting share price or trading volume to decline. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover us downgrades our subordinate voting shares or publishes unfavourable research about our business, our subordinate voting share price could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Forward-looking statements may relate to anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved." In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.

        Discussions containing forward-looking information may be found, among other places, under "Prospectus Summary", "Risk Factors", "Use of Proceeds", "Dividend Policy", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business", "Principal Shareholders", "Executive Officers and Directors", "Executive Compensation", and "Description of Share Capital".

        Forward-looking statements contained in this prospectus include, among other things, statements relating to:

    the initial public offering price, the completion, size, expenses and timing of closing of this offering;

    the execution of agreements entered into in connection with this offering by the Investors;

    expectations regarding seasonality, industry trends, overall market growth rates and our growth rates and growth strategies;

    our business plans and strategies;

    our competitive position in our industry;

    expectations regarding future director and executive compensation levels and plans; and

    the market price for the subordinate voting shares.

        These forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to build our market share; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to maintain good relationships with our customers; our ability to execute on our expansion plans; our ability to execute on additional acquisition opportunities; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to implement price increases or offset increasing costs; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy;

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and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management's expectations.

        Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the following risk factors described in greater detail under the heading entitled "Risk Factors":

    changing governmental regulation, and risks associated with failure to comply;

    liabilities in connection with environmental matters;

    loss of municipal and other contracts;

    highly competitive environmental services industry;

    potential inability to renew or obtain new landfill or organic waste facility permits and agreements, and the cost of operation and/or future construction of existing landfills or organic waste facilities;

    adverse effect of acquisitions on our operations;

    potential liabilities from past and future acquisitions;

    dependence on the integration and success of acquired businesses;

    limited growth through acquisitions due to competition, and economic and market conditions;

    potential inability to achieve management's estimate of Run-Rate EBITDA of acquired business;

    our Run-Rate EBITDA is based on certain estimates and assumptions and is not a representation by us that we will achieve such operating results;

    dependence on third party landfills and transfer stations;

    our access to equity or debt capital markets is not assured;

    cyclical nature of the soil remediation & infrastructure industry;

    increases in labour, disposal, and related transportation costs;

    price increases may not be adequate to offset increased costs, or may cause customer loss;

    historical operating results may be of limited use in evaluating and predicting results due to acquisitions;

    exposure to exchange rate fluctuations for U.S operations and U.S. dollar denominated financial instruments;

    changing prices or market requirements for recyclable materials;

    legal and policy changes in waste management industry impacting landfill volumes;

    increasing efforts by provinces, states and municipalities to reduce landfill disposal;

    reduction of the volume of waste available for collection and disposal due to changing patterns of waste disposal;

    fuel supply and fuel price fluctuations;

    we require sufficient cash flow to reinvest in our business;

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    potential inability to obtain performance or surety bonds, letters of credit, other financial assurances or insurance;

    operational, health and safety and environmental risks;

    dependence on our key personnel;

    requirements in certain jurisdictions to register as a commercial vehicle operator and therefore maintain certain vehicle standards;

    natural disasters, weather conditions and seasonality;

    loss of existing customers or inability to obtain new contracts;

    economic downturn may adversely impact our operating results and cause exposure to credit risks;

    increasing dependence on technology and risk of technology failure;

    cybersecurity incidents or issues;

    damage to our reputation or our brand;

    introduction of new tax or accounting rules, laws or regulations;

    increases in insurance costs;

    climate change regulations that could increase cost to operate;

    risks associated with failing to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations;

    current resources may not be sufficient to fulfill our public company obligations and increased expenses;

    failure to comply with requirements to design, implement and maintain effective internal control over financial reporting in accordance with Section 404 and NI 52-109;

    efforts by labour unions could divert management attention;

    landfill site closure and post-closure costs and contamination-related costs;

    changing competitive dynamics for excess landfill capacity;

    litigation or regulatory or activist action;

    potential vulnerability to acts of nature in Southern U.S.;

    significant influence of the Investors after the offering;

    an active, liquid and orderly trading market for our subordinate voting shares failing to develop;

    immediate and substantial dilution in the net tangible book value of the subordinate voting shares;

    as a foreign private issuer, we will not be subject to certain U.S. securities law disclosure requirements and certain governance standards;

    loss of foreign private issuer status and the associated costs;

    volatility of the market price our subordinate voting shares;

    increased indebtedness may reduce our financial flexibility;

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    a significant portion of our total outstanding indebtedness will become due over the next four years;

    a significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, causing the market price of our subordinate voting shares to fall;

    ability to enforce civil liabilities against the Company and its directors and officers;

    significant control of business by Investors;

    future offerings of debt securities ranking senior to our subordinate voting shares and future offerings of equity securities that may be senior to our subordinate voting shares may adversely affect the market price of our subordinate voting shares;

    issuance of preferred shares could make it difficult for another company to acquire us therefore depressing the market price of our subordinate voting shares;

    issuance of additional subordinate voting shares and multiple voting shares may have a dilutive effect on shareholder interests;

    reduction of money available due to claims for indemnification by our directors and officers;

    governing laws in Ontario, Canada could, in some cases, have a different effect on shareholders than the corporate laws in Delaware, United States;

    derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit shareholders' ability to obtain a favourable judicial forum for disputes with the Company;

    provisions of Canadian law may delay, prevent or make undesirable an acquisition of all or a significant portion of the Company's shares or assets;

    investing or spending proceeds of this offering in ways with which shareholders may not agree or in ways which may not yield a return;

    our senior management team has limited experience managing a public company, and regulatory compliance may divert attention from the day-to-day business management;

    no cash dividends for the foreseeable future; and

    our subordinate voting share price and trading volume could decline if securities or industry analysts do not publish research or publish unfavourable research about our business.

        If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in "Risk Factors" should be considered carefully by readers.

        These factors should not be construed as exhaustive and should be read with other cautionary statements in this prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this prospectus represents our

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expectations as of the date of this prospectus (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

        All of the forward-looking information contained in this prospectus is expressly qualified by the foregoing cautionary statements. Investors should read this entire prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in our subordinate voting shares.

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EXCHANGE RATE DATA

        The following table sets out the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars during each of the following periods, the average rate of exchange for those periods and the rate of exchange in effect at the end of each of those periods, each based on the rate of exchange published by the Bank of Canada for conversion of U.S. dollars into Canadian dollars. Rates for periods prior to January 1, 2017 are based on the old noon rate for the Bank of Canada and rates for the period from and after January 1, 2017 are based on the daily average exchange rate published by the Bank of Canada.

 
  Fiscal Year Ended
December 31,
  Three Months
Ended March 31,
 
 
  2018   2017   2016   2019   2018  
 
  ($)
  ($)
  ($)
  ($)
  ($)
 

Highest rate during the period

    1.3642     1.3743     1.4559     1.3600     1.3088  

Lowest rate during the period

    1.2288     1.2128     1.2536     1.3095     1.2288  

Average rate for the period

    1.2957     1.2986     1.3245     1.3295     1.2647  

Rate at the end of the period

    1.3642     1.2545     1.3427     1.3363     1.2894  

        On July 18, 2019, the rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 equals $1.3069. No representation is made that Canadian dollars could be converted into U.S. dollars at that rate or any other rate.

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USE OF PROCEEDS

        We estimate that the net proceeds from our sale of subordinate voting shares in this offering at an assumed initial public offering price of US$             per subordinate voting share, which is the mid-point of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$             million (or US$             million if the underwriters exercise their option to purchase additional subordinate voting shares in full). We intend to use the net proceeds received by us from this offering to repay certain indebtedness.

        An increase (decrease) of 1,000,000 subordinate voting shares from the expected number of subordinate voting shares to be sold by us in this offering, assuming no change in the assumed public offering price per subordinate voting share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) our net proceeds from this offering by approximately US$             million. A US$1.00 increase or decrease in the assumed initial public offering price of US$             per subordinate voting share would increase or decrease, as applicable, the net proceeds to us from this offering by approximately US$             million, assuming the number of subordinate voting shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

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DIVIDEND POLICY

        We do not anticipate declaring or paying any cash dividends to holders of our subordinate voting shares or our multiple voting shares in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. The declaration, amount and payment of any future dividends on our subordinate voting shares will be at the sole discretion of our board of directors, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, including restrictions under our Credit Agreements and other indebtedness we may incur, and such other factors as our board of directors may deem relevant. If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

        Because a significant portion of our operations is through our subsidiaries, our ability to pay dividends depends, in part, on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In addition, our ability to pay dividends is limited by covenants in our Credit Agreements. See "Description of Material Indebtedness" for a description of the restrictions on our ability to pay dividends.

        We have not declared or paid any dividends on our shares during Fiscal 2016, Fiscal 2017, Full Year 2018 or the current financial year other than $7,260 on our Class D non-voting common shares in Full Year 2018 and $4,344 on our Class D non-voting common shares in the current financial year.

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CAPITALIZATION

        The following table sets forth our cash and capitalization as at March 31, 2019:

    on an actual basis; and

    on an as adjusted basis to give effect to (1) the Pre-Closing Capital Changes, (2) the issuance of subordinate voting shares by us in this offering at the assumed initial public offering price of US$            per subordinate voting share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) and (3) the application of the estimated net proceeds from this offering as described under "Use of Proceeds."

        The following table should be read in conjunction with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information," "Description of Material Indebtedness" and our financial statements and the related notes, included elsewhere in this prospectus.

 
  As at March 31, 2019  
 
  Actual   As Adjusted  
 
  (expressed in millions of dollars)
 

Cash(1)

  $     $    

Debt:

             

Total debt, gross

             

Less: unamortized deferred financing fees

             

Total debt

             

Shareholders' equity:

             

Multiple voting shares, no par value; 0 shares authorized, issued and outstanding on an actual basis;          shares authorized and          shares issued and outstanding on an as adjusted basis

             

Subordinate voting shares, no par value; 0 shares authorized, issued and outstanding on an actual basis;          shares authorized and          shares issued and outstanding on an as adjusted basis

             

Contributed surplus

             

Deficit

             

Accumulated other comprehensive income

             

Total shareholders' equity(1)

             

Total capitalization

  $     $    

(1)
A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per subordinate voting share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and total shareholders' equity by approximately $            million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A share increase in the number of subordinate voting shares offered by us would increase the as adjusted amount of each of cash and total shareholders' equity by approximately $            million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely a decrease in the number of subordinate voting shares offered by us would decrease the as adjusted amount of each of cash and total shareholders' equity by approximately $            million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us.

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DILUTION

        If you invest in our subordinate voting shares in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per subordinate voting share and the net tangible book value per subordinate voting share after this offering. Dilution results from the fact that the per subordinate voting share offering price is substantially in excess of the net tangible book value per subordinate voting share attributable to the subordinate voting shares held by existing owners.

        Our net tangible book value as of March 31, 2019 was approximately $            , or $            per subordinate voting share based on             subordinate voting shares and            multiple voting shares outstanding as of such date. We calculate net tangible book value per subordinate voting share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of subordinate voting shares.

        After giving effect to our sale of the subordinate voting shares in this offering at an assumed initial public offering price of US$            per subordinate voting share, the mid-point of the estimated price range described on the cover of this prospectus, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, our net tangible book value as of March 31, 2019 would have been $            , or $            per subordinate voting share. This represents an immediate increase in net tangible book value of $            per subordinate voting share to our existing owners and an immediate and substantial dilution in net tangible book value of $            per subordinate voting share to investors in this offering at the assumed initial public offering price.

        The following table illustrates this dilution on a per subordinate voting share basis assuming the underwriters do not exercise their option to purchase additional subordinate voting shares:

Assumed initial public offering price per subordinate voting share

        US$    

Net tangible book value per subordinate voting share as of March 31, 2019

  $          

Increase in net tangible book value per subordinate voting share attributable to investors in this offering

  $          

As adjusted net tangible book value per subordinate voting share after the offering

        $    

Dilution per subordinate voting share to investors in this offering

        US$    

        Dilution is determined by subtracting adjusted net tangible book value per subordinate voting share after the offering from the initial public offering price of US$            per subordinate voting share, the mid-point of the estimated price range described on the cover of this prospectus.

        A US$1.00 increase in the assumed initial public offering price of US$            per subordinate voting share would increase our net tangible book value after giving effect to the offering by $            million, or by $            per subordinate voting share, assuming the number of shares offered by us remains the same and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us and using an exchange rate of approximately US$1.00 = $            . A US$1.00 decrease in the assumed initial public offering price per subordinate voting share would result in equal changes in the opposite direction.

        If the underwriters exercise in full their option to purchase additional subordinate voting shares, the adjusted net tangible book value per subordinate voting share after giving effect to the offering would be $            per subordinate voting share. This represents a decrease in net tangible book value of $            per subordinate voting share to the existing owners and dilution per subordinate voting share to new investors of $            per subordinate voting share to new investors.

        The following table summarizes, as of March 31, 2019, the total number of subordinate voting shares purchased from us, the total cash consideration paid to us, and the average price per

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subordinate voting share paid by existing owners and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per subordinate voting share substantially higher than our existing owners paid. The table below assumes an initial public offering price of US$            per subordinate voting share, the mid-point of the estimated price range set forth on the cover of this prospectus, for subordinate voting shares purchased in this offering and excludes the estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 
  Subordinate
Voting Shares
Purchased
  Total
Consideration
   
 
 
  Average
Price Per
Subordinate
Voting Share
 
 
  Number   Percent   Amount   Percent  
 
  (expressed in millions of dollars, except per subordinate voting share amounts)
 

Existing owners

            % $         % $    

Investors in this offering

            %           %      

Total

          100.0 % $       100.0 % $    

        Each US$1.00 increase in the assumed offering price of US$            per subordinate voting share would increase total consideration paid by investors in this offering and total consideration paid by all shareholders by $            million, assuming the number of shares offered by us remains the same and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us and using an exchange rate of approximately US$1.00 = $            . A US$1.00 decrease in the assumed initial public offering price per subordinate voting share would result in equal changes in the opposite direction.

        If the underwriters were to fully exercise the underwriters' option to purchase        additional subordinate voting shares, the percentage of shares of our subordinate voting shares held by existing shareholders who are directors, officers or affiliated persons as of March 31, 2019 would be        % and the percentage of shares of our subordinate voting shares held by new investors would be         %.

        To the extent that outstanding options are exercised, or we grant options to our employees, executive officers and directors in the future and those options are exercised or other issuances of subordinate voting shares are made, there will be further dilution to new investors.

        The dilution information above is for illustrative purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our subordinate voting shares and other terms of this offering determined at pricing.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our selected historical consolidated financial information for the periods indicated.

        We derived the selected statement of operations data and the selected statement of cash flows data for Fiscal 2016 and Fiscal 2017, the Predecessor 2018 Period and the selected balance sheet data as at December 31, 2016 and December 31, 2017 for the Predecessor from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the selected statement of operations data for the Successor 2018 Period and the consolidated balance sheet data as at December 31, 2018 for the Successor from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. For comparability of annual results and year-over-year analysis, the selected statement of operations data and selected cash flows data for the Predecessor 2018 Period and the Successor 2018 Period are also presented below, in a single, Full Year 2018 column, which represents the mathematical addition of the Predecessor 2018 Period and Successor 2018 Period data.

        We derived the selected statement of operations data for the three months ended March 31, 2018 for the Predecessor from our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. We also derived the selected statement of operations data for the three months ended March 31, 2019 for the Successor from our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. Our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of our financial position and results of operations for the periods presented. Operating results for the interim periods are not necessarily indicative of results for a full fiscal year, or any other periods.

        You should review the following information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information contained under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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  Predecessor   Successor    
  Predecessor   Successor  
 
  Fiscal
2016
  Fiscal
2017
  January 1,
2018
through
May 31,
2018
  June 1,
2018
through
December 31,
2018
  Full
Year
2018
  Three
months
ended
March 31,
2018
  Three
months
ended
March 31,
2019
 
 
  (expressed in millions of dollars)
(except per share data)

 

Consolidated Statements of Operations Data:

                                           

Revenue

  $ 933.7   $ 1,333.1   $ 627.8   $ 1,224.8   $ 1,852.6   $ 331.6   $ 720.9  

Cost of sales

    644.4     912.9     447.2     849.9     1,297.1     237.7     486.1  

Depreciation and amortization

    177.6     239.1     107.2     305.8     412.9     61.7     174.8  

Selling, general and administrative expenses

    117.5     145.1     104.5     209.6     314.1     43.3     71.1  

Loss on sale of property, plant and equipment

    1.0     2.8     (0.1 )   4.7     4.6     0.0     (0.2 )

Operating income (loss)

    (6.8 )   33.2     (31.0 )   (145.2 )   (176.2 )   (11.1 )   (10.9 )

Interest and other finance costs

    179.0     212.7     127.4     242.2     369.6     51.8     123.9  

Share-based payments

    3.1     5.1     18.8     2.0     20.7     2.3     3.6  

Loss (Gain) on foreign exchange

    10.7     (27.2 )   16.6     39.6     56.2     11.4     (16.6 )

Other(1)

    2.0     (17.4 )   (2.2 )   3.7     1.5     (2.2 )   1.0  

Loss before income taxes

    (201.7 )   (140.0 )   (191.6 )   (432.7 )   (624.3 )   (74.5 )   (122.8 )

Provision for income taxes

    (49.5 )   (39.0 )   (26.9 )   (114.0 )   (140.9 )   (17.3 )   (29.4 )

Net loss

  $ (152.2 ) $ (101.0 ) $ (164.7 ) $ (318.7 ) $ (483.3 ) $ (57.2 ) $ (93.4 )

Loss per share information, basic and diluted

                                           

Loss per share

                                                                                                          

Weighted average shares outstanding

                                                                                                          

Cash Flow Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net cash flow from operating activities

  $ 80.9   $ 126.4   $ (10.1 ) $ 29.4   $ 19.4   $ (18.5 ) $ (19.4 )

Net cash used in investing activities

    (1,746.4 )   (431.0 )   (371.2 )   (6,806.6 )   (7,177.8 )   (328.8 )   (212.6 )

Net cash flow from financing activities

    1,680.0     291.2     488.7     6,663.1     7,151.8     355.8     215.8  

 

 
  Predecessor   Successor   Predecessor   Successor  
 
  As of
December 31,
2016
  As of
December 31,
2017
  As of
December 31,
2018
  As of
March 31,
2018
  As of
March 31,
2019
 
 
  (expressed in millions of dollars)
 

Consolidated Balance Sheet Data:

                               

Cash and cash in escrow

  $ 14.5   $ 12.6   $ 7.4   $ 5.2   $ 0.0  

Total assets

    3,212.2     3,447.2     11,071.6     3,908.1     11,168.0  

Total long-term debt, including current portion(2)

    2,138.7     2,461.5     6,288.7     2,872.7     6,374.8  

Total liabilities

    2,610.4     2,938.2     7,879.0     3,460.8     8,103.8  

Total shareholders' equity

    601.8     509.0     3,192.6     447.4     3,064.1  

(1)
Other consists of (i) in Full Year 2018 and for the three month period ended March 31, 2018, the cash proceeds received in connection with a settlement with a selling shareholder in connection with the Michigan Acquisition; (ii) for Fiscal 2017, the cash proceeds received in connection with a cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition; (iii) deferred purchase consideration; and (iv) mark-to-market loss on fuel hedges.

(2)
Total long-term debt consists of the current and long-term portions of long-term debt.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

        The following table sets forth our summary pro forma unaudited combined statement of operations for the year ended December 31, 2018, which we refer to as Pro Forma 2018. For purposes of the unaudited combined pro forma statement of operations data, the Waste Industries Merger and the Recapitalization are each assumed to have been consummated on January 1, 2018. Pro forma statements have not been prepared for the period ended March 31, 2019 as the results of operations for Waste Industries are included in the Company's unaudited consolidated results of operations. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. This pro forma data is not necessarily indicative of the financial position or results of operations that may have actually occurred had the Waste Industries Merger and the Recapitalization taken place on the date noted above, or to project the financial position or results of operations of GFL for any future date or period. The pro forma data has been prepared in accordance with accounting policies consistent with IFRS. However, these adjustments may not be complete and additional adjustments may be material.

        You should review the following information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information contained under the headings: "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2018

 
  GFL
Successor
(June 1,
2018 to
December 31,
2018)
  GFL
Predecessor
(January 1,
2018 to
May 31,
2018)
  Waste
Industries
(January 1,
2018 to
November 13,
2018)
US$
  IFRS Financial
Statements
Reclassification
And
Adjustments
of Waste
Industries
US$
  Historical
Adjusted
Waste
Industries
(January 1,
2018 to
November 13,
2018)
US$(1)
  Historical
Adjusted
Waste
Industries
(January 1,
2018 to
November 13,
2018)
C$(2)
  Pro Forma
Adjustments(1)
  Pro Forma
2018(1)
 
 
  (expressed in millions of dollars)
(except per share data)

 

Revenue

    1,224.8     627.8       $ 655.4 (3) $ 655.4   $ 846.6       $ 2,699.2  

Waste Industries service revenues

            654.5     (654.5) (3)                

Waste Industries equipment sales

            0.9     (0.9) (3)                

Expenses

                                                 

Cost of sales

    849.9     447.2         405.1 (4)   405.1     523.3         1,820.3  

Waste Industries operating expenses (exclusive of depreciation and amortization shown below)

            409.0     (409.0) (4)                

Waste Industries cost of equipments sales

            0.5     (0.5) (4)                

Selling, general and administrative expenses

    209.6     104.5         64.5 (5)   64.5     83.3         397.4  

Waste Industries selling, general and administrative

            60.4     (60.4) (5)                

Depreciation and amortization of property, plant and equipment

    178.2     66.3         115.8 (6)   115.8     149.6     7.9     402.0  

Waste Industries depreciation and amortization

            143.3     (143.3) (6)                

Amortization of intangible assets

    127.5     40.9         30.0 (6)   30.0     38.7     117.3     324.4  

Depreciation and amortization

    305.8     107.2     143.3     2.5     145.7     188.3     125.3 (12)   726.4  

Interest and other finance costs

    242.2     127.4         64.5 (8)   64.5     83.4     13.1 (7)   466.1  

Waste Industries interest expense

            61.5     (61.5) (8)                

Waste Industries interest income

                (8)                

Share-based payments

    2.0     18.8         0.8     0.8     1.0         21.7  

Loss on sale of property, plant and equipment

    4.7     (0.1 )       0.6 (9)   0.6     0.7         5.4  

Impairment of property, plant and equipment

            0.6     (0.6 )                

Loss (gain) on foreign exchange

    39.6     16.6                         56.2  

Waste Industries Transaction costs

            4.9     (4.9) (5)                

Waste Industries other expense (income), net

            (0.2 )   0.2 (10)                

Mark-to-market loss on fuel hedge

    2.8             0.4 (5)   0.4     0.5         3.3  

Deferred purchase consideration

    1.0     1.0                         2.0  

Other income

    (0.1 )   (3.2 )       (0.2 )(10)   (0.2 )   (0.2 )       (3.5 )

Other

    3.7     (2.2 )       0.2     0.2     0.3         1.8  

    1,657.5     819.4     679.8     1.5     681.3     880.3     138.3     3,495.2  

Income (Loss) before income taxes

    (432.7 )   (191.6 )   (24.4 )   (1.5 )   (26.0 )   (33.6 )   (138.3 )   (796.0 )

Provision for income taxes

    (114.0 )   (26.9 )       (6.1) (11)   (6.1 )   (7.9 )   (36.0) (13)   (184.8 )

Waste Industries income tax expense

            (6.1 )   6.1 (11)                

Net Income (Loss)

  $ (318.7 ) $ (164.7 ) $ (18.3 ) $ (1.5 ) $ (19.8 ) $ (25.6 ) $ (102.3 ) $ (611.2 )

(1)
Certain adjustments have been reflected in this unaudited pro forma combined statement of operations to illustrate the effects of acquisition accounting where the impact could be reasonably estimated and to align the presentation of Waste Industries' historical financial information with GFL's presentation. This unaudited pro forma combined statement of operations for the year ended December 31, 2018 has been prepared as though the Waste Industries Merger and the Recapitalization occurred on January 1, 2018. The Historical Adjusted WI columns are derived from financial statements and financial information included elsewhere in this prospectus, which are prepared in accordance with U.S. GAAP. No significant differences in accounting policies were identified between U.S. GAAP and IFRS.

(2)
Reflects the translation of the Historical Adjusted WI balances from U.S. Dollars to Canadian dollars at an average exchange rate of 1.2918.

(3)
Reflects a reclassification of the "Service revenues" and "Equipment sales" line items in Waste Industries' historical consolidated statement of operations to "Revenue" in GFL's historical consolidated statement of operations.

(4)
Reflects a reclassification of the "Operating expenses (exclusive of depreciation and amortization)" and "Cost of equipment sales" line items in Waste Industries' historical consolidated statement of operations to "Cost of sales" in GFL's historical consolidated statement of operations.

(5)
Reflects a reclassification of the "Selling, general and administrative", "Litigation settlement" and "Transaction costs" line items in Waste Industries' historical consolidated statement of operations to "Selling, general and administrative expenses" in GFL's historical consolidated statement of operations.

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(6)
Reflects a reclassification of the "Depreciation and amortization" line item in Waste Industries' historical consolidated statement of operations to "Depreciation and amortization of property, plant and equipment and landfill assets" and "Amortization of intangible assets" in GFL's historical consolidated statement of operations.

(7)
Reflects the additional interest and other finance costs that would have been incurred had the Waste Industries Merger occurred on January 1, 2018. A 0.125% change in the assumed interest rates on the new debt would increase or decrease pro forma combined interest and other finance costs by $2.4 million.

(8)
Reflects a reclassification of the "Interest expense" and "Interest income" line items in Waste Industries' historical consolidated statement of operations to "Interest and other finance costs" in GFL's historical consolidated statement of operations.

(9)
Reflects a reclassification of the "Gain on sales of property, equipment and other assets" line item in Waste Industries' historical consolidated statement of operations to "Loss on sale of property, plant and equipment" in GFL's historical consolidated statement of operations.

(10)
Reflects a reclassification of the "Other expense (income), net" line item in Waste Industries' historical consolidated statement of operations to "Other" in GFL's historical consolidated statement of operations.

(11)
Reflects a reclassification of the "Income tax expense" line item in Waste Industries' historical consolidated statement of operations to "Provision for income taxes" in GFL's historical consolidated statement of operations.

(12)
Reflects the incremental depreciation and amortization of property, plant and equipment and intangible assets that would have been incurred had the Recapitalization and purchase price accounting for the Waste Industries Merger occurred at January 1, 2018.

(13)
Reflects the additional recovery of income taxes as a result of the deductibility of the additional interest and other finance costs associated with the financing transactions in connection with the Waste Industries Merger and additional depreciation and amortization costs in connection with the Waste Industries Merger and the Recapitalization.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our unaudited interim condensed financial statements for the three months ended March 31, 2019 and the audited consolidated annual financial statements and related notes for Predecessor 2018 Period, Successor 2018 Period, Fiscal 2017 and Fiscal 2016, each of which are included elsewhere in this prospectus. See also "—Non-IFRS Measures" and "Prospectus Summary—Summary Historical Consolidated Financial and Pro Forma Information."

        This MD&A contains forward-looking information, which is based on management's reasonable assumptions and beliefs in light of the information currently available to us and is made as of the date of this MD&A. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of various factors, including those described in "Risk Factors" and elsewhere in this prospectus.

        Our unaudited interim condensed financial statements and our audited annual consolidated financial statements have been prepared in accordance with IFRS and are presented in millions of Canadian dollars unless otherwise indicated. Unless the context indicates otherwise, references in this MD&A to the "Company," "we," "us" and "our" mean GFL and its consolidated subsidiaries, which, for the avoidance of doubt, (i) includes Waste Industries and its subsidiaries for the period from November 14, 2018 to December 31, 2018 and (ii) does not include Waste Industries and its subsidiaries for Fiscal 2016, Fiscal 2017 and the period from January 1, 2018 to November 13, 2018.

        Holdings amalgamated with Hulk Acquisition Corp. on May 31, 2018 in connection with the investment in Holdings by BC Partners, Ontario Teachers and affiliates of Patrick Dovigi and the Recapitalization. Accordingly, the consolidated financial statements for Holdings presented elsewhere in this prospectus as of and for the periods ended December 31, 2018 and May 31, 2018 and for the years ended December 31, 2017 and 2016 reflect the periods both prior and subsequent to the Recapitalization. Our fiscal year ends on December 31 of each calendar year. Our most recent fiscal year, which we refer to as "Fiscal 2018", ended on December 31, 2018. Fiscal 2018 is presented separately for (i) the predecessor period from January 1, 2018 through May 31, 2018, which we refer to as the "Predecessor 2018 Period", and (ii) the successor period from June 1, 2018 through December 31, 2018, which we refer to as the "Successor 2018 Period", with the periods prior to the Recapitalization being labeled as predecessor and the periods subsequent to the Recapitalization labeled as successor. The operating results of Fiscal 2017 capture a full 12 months of operating results, whereas the Successor 2018 Period and the Predecessor 2018 Period capture only seven months and five months of operating results, respectively. Accordingly, discussion and analysis comparing results of operations between (i) Successor 2018 Period and Predecessor 2018 Period; and (ii) Predecessor 2018 Period or Successor 2018 Period and Fiscal 2017 have not been included in this MD&A, as we believe that doing so would not provide meaningful information to investors and would result in significant variances primarily due to differences in length of time in respect of the periods presented and would make comparisons of financial performance between periods less meaningful. The sum of the financial information for the Predecessor 2018 Period and the Successor 2018 Period is presented as "Full Year 2018" in this MD&A and elsewhere in this prospectus, including our historical financial information included herein. Full Year 2018 does not purport to represent what our actual consolidated results of operations would have been had the Recapitalization actually occurred on January 1, 2018, nor is it necessarily indicative of future consolidated results of operations.

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Overview

        GFL is the fourth largest diversified environmental services company in North America, with operations throughout Canada and in 23 states in the United States. GFL had more than 9,500 employees as of the end of Full Year 2018.

        Our diversified service offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. These comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from those of our competitors that do not offer the same breadth of services as we do. Our business is well-diversified not only across business lines but also across geographies and customers. We serve our customers through a strategically-located network of facilities in many major metropolitan centres and secondary markets across Canada and primarily in secondary markets in the United States. The revenue generated in our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these lines of business.

        Through a combination of organic growth and acquisitions, we have built a leading platform with broad geographic reach and scalable capabilities. We intend to leverage this platform to pursue new business opportunities and generate network efficiencies by extending our geographic footprint and increasing regional density across our business lines.

        We are led by a team of highly experienced and entrepreneurial executives. Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer has led our operations since inception in 2007 and has instilled a results-oriented, entrepreneurial culture that emphasizes the importance of safety for our employees and customers.

        We expect to continue to grow our business by:

    generating strong, stable organic growth by continuing to serve our existing customer base and by attracting new customers, realizing cross-selling opportunities, renewing or extending existing contracts and winning new contracts, and extending our geographical market reach;

    executing strategic, accretive acquisitions; and

    driving operating cost efficiencies across our platform.

        We believe that our diversified business model positions us well to continue to capitalize on the attractive growth opportunities in the stable, highly fragmented North American environmental services industry.

Summary of Factors Affecting Performance

        We believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the "Risk Factors" section of this prospectus.

        Our ability to continue to grow our business and generate improvements in our financial performance depends on our ability to continue to expand our environmental services platform by leveraging our diversified business model to broaden our geographic reach and scalable capabilities. Our success in achieving this growth and improvements is dependent on our ability to execute on our three-pronged strategy of: (i) continuing to generate strong, stable organic revenue growth; (ii) successfully executing strategic, accretive acquisitions; and (iii) continuing to drive operating cost efficiencies across our platform.

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Strong, Stable Organic Revenue Growth

        Our ability to generate strong, stable organic revenue growth across macroeconomic cycles depends on our ability to increase the breadth and depth of services that we provide to our existing customers, realize on cross-selling opportunities between our complementary service capabilities, win new contracts, and renewals or extensions of existing contracts and expand into new or adjacent markets. We believe that executing on this strategy will continue to drive our organic revenue growth and free cash flow generation.

        Our business is well-diversified across business lines, geographies and customers. We believe that our continued success depends on our ability to further enhance and leverage this diversification, a key component of which is our ability to offer our customers a comprehensive service offering across our three business lines backed by an extensive geographic footprint in all major metropolitan centres and in many secondary markets in Canada, and primarily in secondary markets in the 23 states in the United States in which we currently operate.

        We also believe we are well positioned to respond to changing customer needs and regulatory demands in order to maintain our success. This includes being able to respond to legal requirements and customer demands to divert waste away from landfill disposal by continuing to expand our ability to collect and process multiple streams of material.

        Our diversified business model also complements our acquisition strategy. Multiple business lines allow us to source acquisitions from a broader pool of potential targets. Maintaining a diversified model is therefore critical to capitalizing on accretive acquisition opportunities and helping to reduce execution and business risk inherent in single-market and single-service offering strategies.

Executing Strategic, Accretive Acquisitions

        Our ability to identify, execute and integrate accretive acquisitions is a key driver of our growth. Given the significant fragmentation that exists in the North American environmental services industry, our growth and success depends on our ability to realize on consolidation opportunities in all three of our business lines.

        Since 2007, we have completed over 100 acquisitions across our three lines of business. We focus on selectively acquiring premier independent regional operators to create platforms in new markets, followed by tuck-in acquisitions to help increase density and scale. Integration of these acquisitions with our existing platform is a key factor to our success, along with continuing to be able to identify and act upon these attractive consolidation opportunities.

        In addition, successful execution of acquisitions opens new markets to us, provides us with new opportunities to realize cross-selling opportunities, and drives procurement and cost synergies across our operations.

Driving Operating Cost Efficiencies

        We provide our services through a strategically-located network of facilities in Canada and in the United States. In each of our geographic markets, our strong competitive position is supported by and depends on the significant capital investment required to replicate our network infrastructure and asset base, as well as by stringent permitting and regulatory compliance requirements. Our continued success also depends on our ability to leverage our scalable network to attract and retain customers across multiple service lines, realize operational efficiencies, and extract procurement and cost synergies.

        It is also key that we continue to leverage our scalable capabilities to drive operating margin expansion and realize cost synergies. This includes using the capacity of our existing facilities, technology processes and people to support future growth and provide economies of scale, as well as

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increasing route density and servicing new contract wins with our existing network of assets and fleet to enhance the profitability of each of our business lines.

        Our success also depends on our ability to continue to make strategic investments in our business, including substantial capital investments in our facilities, technology processes and administrative capabilities to support our future growth. Our ability to improve our operating margins and our selling, general and administration expense margins by maintaining strong discipline in our cost structure and regularly reviewing our practices to manage expenses and increase efficiency will also impact our operating results.

Key Indicators of Performance and Financial Condition of Our Business

        To evaluate our performance, we monitor a number of key indicators. As appropriate, we supplement our results of operations determined in accordance with IFRS with certain non-IFRS financial measurements that we believe are useful to investors, lenders and others in assessing our performance. These measurements should not be considered in isolation or as a substitute for reported IFRS results because they may include or exclude certain items as compared to similar IFRS-based measurements, and such measurements may not be comparable to similarly-titled measurements reported by other companies. Rather, these measurements should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business.

        The key indicators that we monitor are described below.

IFRS Measures

Revenue

        Our solid waste revenue primarily consists of collection revenue and tipping fees collected from third-party users of our transfer stations, landfills and organics facilities. Collection revenue primarily consists of fees we receive from municipal, commercial and industrial customers pursuant to contracts that we have entered into with them that generally provide for collection fees based upon the frequency and type of collection services provided as well as the volume of the waste collected. The revenue generated through our solid waste collection operations is predictable and recurring in nature, as it is primarily derived from long-term contracts.

        Our municipal customer relationships are generally supported by contracts ranging from three to 10 years. Our municipal collection contracts provide for fees based upon a per household, per tonne or ton, per lift or per service basis and often provide for annual price increases indexed to CPI and market costs for fuel. We provide regularly scheduled service to a large percentage of our commercial and industrial customers under contracts with three to seven year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Other commercial and industrial customers are serviced on an "on-call" basis.

        Our landfills, transfer stations and organics facilities generate revenue from disposal or tipping fees. Tipping fees charged at our transfer stations and disposal fees charged at our landfills and organics facilities are generally based on the weight or volume of the material received. Recycling revenue is earned from the sale of recyclable commodities to third parties which are based on volume and market rates as well as brokerage commissions on the brokered sale of commodities.

        Revenue from our infrastructure & soil remediation operations primarily consists of fees for the remediation of contaminated soils, typically from gas stations, commercial properties and government related facilities. Fees are based on the volume of soil being remediated and are typically generated pursuant to short-term, project-specific contracts. We also generate revenue in our soil remediation operations from excavation work which is charged on a per tonne basis, as well as revenue from demolition, infrastructure installation and shoring work that is charged on a project basis. Our customer base in our infrastructure & soil remediation business includes large property developers that

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generally have multiple sites and companies that require remediation for more than one location, as well as governments on large, complex and often multi-year infrastructure projects.

        In our liquid waste business, we collect, manage, transport, process and dispose of a wide variety of industrial and commercial liquid wastes (including contaminated waste water, UMO and downstream by-products), and resell liquid waste products (including UMO and downstream by-products). The majority of the liquid waste we handle is generated from a varied customer base. Our liquid waste business includes a broad range of both regularly scheduled and on-call liquid industrial and hazardous waste management services that we provide to municipal, commercial and industrial customers, UMO collection and resale and downstream by-product marketing, as well as the collection and transportation of hazardous and non-hazardous liquid wastes to our facilities for processing or bulking for shipment to a final disposal location. Our locations also include tank farms where we collect, temporarily store and/or consolidate waste streams for more cost-effective and efficient transportation to end users or to final recycling, treatment or disposal locations. Wherever possible, collected liquid waste (including UMO) is recycled and recovered for reuse often through provincial stewardship programs. The scale of our operations and breadth of our liquid waste services also allows us to cross-sell solid waste services to our liquid waste customers and liquid waste services to our infrastructure customers in those markets where we operate these lines of business.

Cost of Sales

        Cost of sales primarily consists of: direct labour costs and related benefits (which consist of salaries and wages, health and welfare benefit costs, incentive compensation and payroll taxes); transfer and disposal costs representing disposal fees paid to third-party disposal facilities and transfer stations; rent and related charges paid under leases for certain facilities; vehicle parking and container storage permits and facility operating costs; maintenance and repair costs relating to our vehicles, equipment and containers, including related labour and benefit costs; fuel, which includes the direct cost of fuel used by our vehicles; and material costs paid for UMO and other recyclables purchased, including commodity rebates paid to customers. Other cost of sales include operating facilities costs, truck and equipment rentals, insurance, licensing and claims costs, and other third party services. Acquisition, rebranding and other integration costs included in cost of sales include rebranding and integration of property, plant and equipment acquired through business acquisitions and other integration costs. Our cost of sales is principally affected by the volume of materials we handle.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses ("SG&A") primarily consist of salaries, the cost of providing health and welfare benefits, incentive compensation for corporate and general management, contract labour, and payroll taxes. Incentive compensation is generally based on our operating results and management's assessment of individuals' personal performance, with pay-out amounts subject to senior management discretion and board of director approval for senior management.

        Other costs in SG&A include selling and advertising, professional and consulting fees, facilities costs, allowance for doubtful accounts and management information systems. Acquisition, integration and other costs include professional fees and integration costs associated with business acquisitions and other integration costs, including severance and restructuring costs. The timing of acquisitions and the related integration activities impact the timing of these costs.

Amortization of Property, Plant & Equipment and Landfill Assets

        Amortization of property plant & equipment includes the amortization of our property, plant and equipment on a straight-line basis over the estimated useful life of the assets. Amortization of landfill assets includes amortization of costs incurred and estimated future costs of landfill development, construction, and asset retirement costs arising from the closure and post-closure of landfills, on a

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units-of-consumption method, as landfill airspace is consumed over the total estimated remaining capacity of a site.

Amortization of Intangible Assets

        Amortization of intangible assets consists of amortization of definite life intangible assets (primarily contracts, customer lists and non-competition agreements) over the estimated useful life of the assets, using the straight-line method and units of production.

Interest and other finance costs

        Interest and other finance costs primarily relate to interest on indebtedness and includes the amortization of deferred financing fees incurred in connection with our indebtedness, other financing costs and accretion of landfill closure and post-closure obligations, which represents the change in our obligation to fund closure and post-closure costs, as a result of the passage of time using discount factors that consider the credit adjusted risk free rate which is essentially free of default risk, adjusting for our credit standing.

Other (income) expense

        Other (income) expense primarily consists of gains and losses on the sale of assets used in our operations, share-based compensation, gains and losses on foreign exchange, insurance settlements and deferred purchase price consideration that is required to be expensed under IFRS.

Provision for Income Taxes

        We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense or recovery is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events and the availability of our non-capital losses in various jurisdictions and legal entities. The primary regions that determine the effective tax rate are Canada and the United States. Income tax expense or recovery is comprised of current and deferred income taxes. The liability method is used to account for deferred tax assets and liabilities, which arise from temporary differences between the carrying amount of assets and liabilities recognized in the statements of financial position and their corresponding tax basis. The carry forward of unused tax losses and credits is recognized to the extent that it is probable it can be used in the future.

Non-IFRS Measures

        This prospectus makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures, including "Acquisition EBITDA", "Adjusted EBITDA", "Adjusted SG&A", "EBITDA", and "Run-Rate EBITDA." These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

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EBITDA

        EBITDA represents, for the applicable period, net loss plus (a) interest and other finance costs, plus (b) depreciation and amortization of property, plant and equipment, landfill assets and intangible assets, less (c) the provision for income taxes, in each case to the extent deducted or added to/from net income. We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.

Adjusted EBITDA

        Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including our lenders and the Investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is calculated by adding and deducting, as applicable, certain expenses, costs, charges or benefits incurred in such period which in management's view are not indicative of continuing operations, including: (a) gain (loss) on foreign exchange and sale of property, plant and equipment, (b) share-based payments, (c) other income, (d) acquisition, integration and other costs (included in selling, general and administrative expenses related to acquisition activity), (e) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (f) out of period revenue accrual reversal (g) mark-to-market loss on fuel hedge, and (h) deferred purchase consideration. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. Adjusted EBITDA is not an IFRS measure.

Acquisition EBITDA

        Acquisition EBITDA represents, for the applicable period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to, (a) eliminate expenses related to the prior owners and certain other non-recurring costs and expenses, if any, as if such business had been acquired on the first day of such period, and (b) give effect to contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition. Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations.

Run-Rate EBITDA

        Run-Rate EBITDA represents Adjusted EBITDA for the applicable period as adjusted to give effect to management's estimates of (a) a full year of Acquisition EBITDA in respect of acquisitions completed in such period as if such acquisitions had been completed on the first day of such period ("Acquisition EBITDA Adjustments") and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account seasonality, and may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of the acquired businesses for the period prior to our acquisition.

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Adjusted SG&A

        Adjusted SG&A represent selling, general and administrative expenses, excluding acquisition, integration and other costs.

        See "Other Performance Measures" in this MD&A for a reconciliation of net loss to each of EBITDA, Adjusted EBITDA, and Run-Rate EBITDA and for a reconciliation of SG&A to Adjusted SG&A.

Results of Operations

Analysis of Results for the successor three month period ended March 31, 2019 compared to the predecessor three month period ended March 31, 2018

        The following table summarizes certain operating results and other financial data for the periods indicated, which have been derived from our unaudited interim condensed consolidated financial statements and related notes.

Successor
Predecessor
   

Three month
period ended
March 31,
2019
Three month
period ended
March 31,
2018
Change

(expressed in millions of dollars)

Revenue

$ 720.9 $ 331.6 $ 389.3 117.4 %

Expenses

       

Cost of sales

486.1 237.7 248.4 104.5

Selling, general & administrative expenses

71.1 43.3 27.7 64.0

Depreciation and amortization of property, plant and equipment

94.1 37.4 56.7 151.8

Amortization of intangible assets

80.7 24.3 56.4 232.4

Interest and other finance costs

123.9 51.8 72.2 139.4

Other (income) expenses

(12.2 ) 11.6 (23.8 ) (204.9 )

843.7 406.1 437.6 107.8

Loss before income taxes

(122.8 ) (74.5 ) (48.3 ) 64.9

Provision for income taxes

(29.4 ) (17.3 ) (12.2 ) 70.5

Net loss

$ (93.4 ) (57.2 ) $ (36.2 ) 63.2 %

Loss per share, basic and diluted

                      

 

 
  Successor   Predecessor  
 
  Three month
period ended
March 31,
2019
  Three month
period ended
March 31,
2018
 

Cash and cash in escrow

    0.0     5.2  

Total assets

    11,168.0     3,908.1  

Total long-term debt, including current portion

    6,374.8     2,872.7  

Total liabilities

    8,103.8     3,460.8  

Total shareholders' equity

    3,064.1     447.4  

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Revenue

        The following table summarizes revenue by service line for the periods indicated.

Successor
Predecessor
   

Three month
period ended
March 31,
2019
Three month
period ended
March 31,
2018
Change

(expressed in millions of dollars)

Residential

$ 182.1 25.3 % $ 74.3 22.4 % $ 107.8 145.1 %

Commercial/Industrial

249.2 34.6 95.9 28.9 153.4 159.9

Total Collection

431.3 59.8 170.2 51.3 261.1 153.5

Landfill

42.3 5.9 20.1 6.1 22.2 110.5

Transfer

47.7 6.6 29.8 9.0 17.9 60.1

Material Recycling

25.2 3.5 21.4 6.4 3.9 18.0

Other

22.6 3.1 8.1 2.4 14.5 179.3

Solid Waste

569.1 78.9 249.5 75.2 319.6 128.1

Infrastructure & Soil Remediation

111.8 15.5 63.4 19.1 48.4 76.4

Liquid Waste

82.1 11.4 46.9 14.1 35.2 75.0

Intercompany Revenue

(42.1 ) (5.8 ) (28.2 ) (8.5 ) (13.9 ) 49.3

Revenue

$ 720.9 100.0 % $ 331.6 100.0 % $ 389.3 117.4 %

        On a consolidated basis, revenue for the successor three month period ended March 31, 2019, increased by approximately $389.3 million, or 117.4% to $720.9 million compared to $331.6 million in the predecessor three month period ended March 31, 2018. Revenue from acquisitions completed since January 1, 2018 accounted for approximately $359.6 million of the increase with the balance attributable to organic growth in each of our lines of business. Highlights of the revenue increase attributable to organic growth include:

    Approximately $9.1 million from price and surcharge increases in our solid waste collection and non-MRF post-collection operations. Partially offsetting these increases were lower collection and post-collection volumes that we believe to be largely attributable to the relatively more severe winter weather conditions as compared to the prior period, the impact of the planned closure of one of our landfills and lower revenue from the sale of recyclables due to the impact of lower commodity prices;

    Our infrastructure & soil remediation line of business continued to deliver strong organic growth reflecting higher infrastructure activity levels in the Greater Toronto Area, as well as the regional expansion of this business line into the Québec and British Columbia markets, which drove higher soil volumes and infrastructure revenues for the successor three month period ended March 31, 2019 as compared to the predecessor three month period ended March 31, 2018; and

    Higher revenue from increased industrial services across all of our geographies as well as higher selling prices for UMO, partially offset by lower volumes of UMO, a decrease we believe to be largely attributable to weather conditions during the period.

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Table of Contents

Cost of Sales

 
Successor Predecessor  
 
 
Three month
period ended
March 31,
2019
% of
Revenue
Three month
period ended
March 31,
2018
% of
Revenue
Change
 
(expressed in millions of dollars)

Transfer and Disposal Costs

$ 160.3 22.2 % $ 79.6 24.0 % $ 80.6 101.3 %

Labour and Benefits

177.2 24.6 81.6 24.6 95.6 117.1

Maintenance and Repairs

62.3 8.6 27.6 8.3 34.6 125.4

Fuel

35.8 5.0 19.1 5.8 16.6 86.8

Other Cost of Sales

43.6 6.1 23.7 7.2 19.9 83.8

Acquisition Rebranding and Other Integration Costs

7.0 1.0 6.0 1.8 1.0 16.7

Cost of Sales

$ 486.1 67.4 % $ 237.7 71.7 % $ 248.4 104.5 %

        Cost of sales increased by $248.4 million, or 104.5%, to $486.1 million for the successor three month period ended March 31, 2019 compared to $237.7 million in the predecessor three month period ended March 31, 2018. Acquisitions completed since January 1, 2018 were the primary driver of the increase. Increased headcount and volumes of waste related to the organic growth of our business also increased cost of sales for the successor three months as compared to the predecessor period. Partially offsetting the above increases was a reduction in lease expenses as a result of the adoption of IFRS 16 on January 1, 2019 which resulted in $4.3 million of expenses during the period being reclassified from cost of sales into depreciation, amortization and interest expense.

        For the successor three month period ended March 31, 2019, cost of sales as a percentage of revenue was 67.4%, as compared to 71.7% for the predecessor three month period ended March 31, 2018, a decrease of approximately 430 basis points. The decrease was primarily attributable to the decrease in transfer and disposal costs as a percentage of revenue, which is largely attributable to the Waste Industries Merger and the associated change in business mix across our three lines of business. A reduction in fuel, acquisition rebranding and other integration costs as a percentage of revenue, as well as the impact of IFRS 16, also contributed to the decrease.

Selling, General and Administrative Expenses

 
Successor Predecessor  
 
 
Three month
period ended
March 31,
2019
Three month
period ended
March 31,
2018
Change
 
(expressed in millions of dollars)

Salaries and Benefits

$ 41.3 $ 23.1 $ 18.2 78.7 %

Other

21.5 11.2 10.3 92.0

Acquisition, Integration and Other Costs

8.3 9.0 (0.7 ) (7.8 )

Selling, General and Administrative Expenses

$ 71.1 $ 43.3 $ 27.7 64.0 %