Mr. Patrick Dovigi reports

GFL ENVIRONMENTAL INC. ANNOUNCES AGREEMENT TO RECAPITALIZE GREEN INFRASTRUCTURE PARTNERS AT AN ENTERPRISE VALUE OF $4.25 BILLION WITH INVESTMENT FROM ENERGY CAPITAL PARTNERS

GFL Environmental Inc.'s Green Infrastructure Partners (GIP) has entered into a definitive agreement with funds managed by Energy Capital Partners LLC (ECP) to recapitalize its business at an enterprise value of $4.25-billion. GIP is a leading vertically integrated infrastructure company established in 2022 by GFL, funds managed by HPS Investment Partners Inc. and Patrick Dovigi.

On the closing of the transaction, GIP will receive aggregate gross proceeds of $775.0-million, of which it intends to return approximately $585.0-million to its shareholders and apply $175.0-million to its balance sheet to finance future growth. GFL will receive approximately $200.0-million of the $585.0-million shareholder distribution. Pro forma for the transaction, GIP's total equity value will be approximately $3.0-billion. After the distribution to GFL of approximately $200.0-million, GFL will own an approximate 30.1-per-cent interest in GIP valued at approximately $895.0-million. HPS and Mr. Dovigi will each also continue to hold a minority stake in GIP and support the company's future growth. The transaction is expected to close on or about Sept. 2, 2025.

"The recapitalization of GIP at an enterprise value of $4.25-billion is a testament to the quality of the business its management team has built since we started GIP in April, 2022," said Patrick Dovigi, founder and chief executive officer of GFL. "The approximately $200.0-million in proceeds that GFL will receive from the transaction will be used for general corporate purposes, including delevering our balance sheet, executing on our organic and inorganic growth strategies, including our robust M&A pipeline and pursuing opportunistic share buybacks, subject to market conditions. This transaction allows GFL to monetize part of our position in GIP in a tax efficient manner, while still retaining a meaningful equity interest that will allow us to participate in what we expect to be continued value creation from the GIP business."

Mr. Dovigi continued: "After a robust evaluation showing significant interest in GIP, the board of GIP selected ECP to partner with on this transaction. ECP is a leading investor in critical infrastructure, with deep expertise and a demonstrated track record of value creation for its stakeholders. We look forward to working with ECP on executing GIP's growth strategy."

Mr. Dovigi concluded: "Over the years, I have reiterated my belief that we could create $1.0-billion of value for GFL shareholders through our investment in GIP. Our original investment of approximately $250.0-million in 2022 has grown to approximately $1.1-billion in just over three years. That is a direct reflection of the strength of GFL's management team and the execution of our strategies to create long term shareholder value. We believe that this recapitalization positions GIP to significantly exceed our original value expectations in the near term and sets the company up for an exciting period of growth."

Scot French, founding partner and co-president of HPS, said: "We congratulate management on this significant milestone and thank our long-standing partners at GFL for their vision and steadfast execution in building Canada's premier infrastructure service provider. We are proud to invest in companies like GIP and GFL that play an important role in maintaining and improving the critical infrastructure and essential services that people rely on every day. We look forward to continuing to partner with GFL in unlocking additional shareholder value together with GIP in its next chapter of growth."

"We see significant tailwinds for GIP's essential, vertically-integrated infrastructure offerings," said Drew Brown, partner at ECP. "This transaction will provide GIP with access to significant capital to execute on a compelling M&A pipeline that we believe is particularly actionable in the near term. With two decades of investing in North American infrastructure, ECP is well equipped to act as a value-add partner with GIP, and we look forward to working with the talented GIP and GFL leadership teams to execute on a shared vision for growth and margin enhancement."

About GFL Environmental Inc.

GFL, headquartered in Vaughan, Ont., is the fourth-largest diversified environmental services company in North America, providing a comprehensive line of solid waste management services through its platform of facilities throughout Canada and 18 U.S. states. Across its organization, GFL has a work force of more than 15,000 employees.

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