GFL Environmental announced it has entered into a definitive agreement to acquire SECURE Waste Infrastructure Corp. for approximately $6.4 billion, significantly expanding its waste management footprint across Western Canada.
Under the terms of the agreement, GFL will acquire all outstanding SECURE shares for $24.75 per share, representing a 23% premium to SECURE’s 60-day volume-weighted average trading price. The consideration will comprise approximately 80% GFL subordinate voting shares and 20% cash, with shareholders able to elect a combination of cash and stock, subject to proration.
The transaction is expected to be immediately accretive, increasing adjusted free cash flow per share by 12% to 15%. On a pro forma basis, the combined company is projected to achieve an adjusted EBITDA margin of 31.6% and a free cash flow conversion rate of 40.5% to 42.5%, while maintaining net leverage neutrality.
SECURE operates a large-scale, vertically integrated waste management platform across more than 80 locations in Western Canada and North Dakota, including landfills, treatment facilities, recycling sites, and injection wells. Its operations are supported by over 2,000 employees.
GFL expects the acquisition to enhance its scale, broaden its service offerings, and strengthen its ability to capture waste streams across the value chain. The deal also increases GFL’s market capitalization and liquidity, potentially supporting broader future equity index inclusion.
The transaction has been unanimously approved by both companies’ boards. Key shareholders representing approximately 22% of SECURE’s shares have agreed to vote in favor of the deal. It is expected to close in the second half of 2026, subject to shareholder, regulatory, and court approvals.
Following completion, SECURE shares are expected to be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer under Canadian securities laws.
KEY QUOTES:
“The acquisition of SECURE will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in Western Canada, significantly enhance our scale and expand our ability to offer customers a full suite of waste management services.”
“The transaction reinforces GFL’s goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multi-year financial targets we outlined at our Investor Day in early 2025.”
“We are excited that Allen and SECURE’s other senior management will continue to lead the business following closing as both employees and shareholders of GFL.”
Patrick Dovigi, Founder And CEO, GFL Environmental Inc.
“With this transaction, we have delivered to SECURE shareholders an immediate premium to market value, crystalizing the intrinsic value in our shares and delivering approximately $5.5 billion of equity value to shareholders.”
“We have long respected how Patrick and his team have grown GFL over the years and believe that the 16% ownership interest that SECURE common shareholders will retain in the combined company will provide shareholders with meaningful upside as GFL continues to execute on its growth strategy.”
Mick Dilger, Chairman Of The Board, SECURE Waste Infrastructure Corp.
“The transaction will combine SECURE’s hard to replicate infrastructure network with GFL’s broader platform, strengthening GFL’s ability to capture more waste streams across the value chain.”
“We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders.”
Allen Gransch, President And CEO, SECURE Waste Infrastructure Corp.
