Filing Details

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

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1	NAMES OF REPORTING PERSONS
	BCEC-GFL Borrower (Cayman) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			129,900,359
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			129,900,359
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,900,359
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	41.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	BCEC-GFL Borrower GP (Cayman), Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			129,900,359
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			129,900,359
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,900,359
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	41.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

GFL Environmental Inc. (the “Issuer”)

(b).

Address of Issuer’s Principal Executive Offices:

100 New Park Place, Suite 500

Vaughan, Ontario, Canada L4K 0H9

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(ii)

BCEC-GFL Borrower GP (Cayman), Ltd c/o BC Partners Advisors L.P. 650 Madison Avenue New York, New York 10022 Citizenship: Cayman Islands

(iv)

GFL Borrower II GP (Cayman), Ltd c/o BC Partners Advisors L.P. 650 Madison Avenue New York, New York 10022 Citizenship: Cayman Islands

(v)

GFL Borrower Luxembourg S.á.r.l. c/o BC Partners Advisors L.P. 650 Madison Avenue New York, New York 10022 Citizenship: Luxembourg

(vi)

BCEC-GFL Holdings (Guernsey) L.P. c/o BC Partners Advisors L.P. 650 Madison Avenue New York, New York 10022 Citizenship: Guernsey

(vii)

BCEC Management X Limited c/o BC Partners Advisors L.P. 650 Madison Avenue New York, New York 10022 Citizenship: Guernsey

BCEC-GFL Borrower (Cayman) LP directly holds 129,900,359 subordinate voting shares of the Issuer and GFL Borrower II (Cayman) LP directly holds 30,525,425 subordinate voting shares of the Issuer.  BCEC-GFL Borrower GP (Cayman), Ltd is the general partner of BCEC-GFL Borrower (Cayman) LP, and  GFL Borrower II GP (Cayman), Ltd is the general partner of GFL Borrower II (Cayman) LP.  Each of BCEC-GFL Borrower GP (Cayman), Ltd and GFL Borrower II GP (Cayman), Ltd is wholly-owned by GFL Borrower Luxembourg S.á.r.l. GFL Borrower Luxembourg S.á.r.l. is wholly-owned by BCEC – GFL Holdings (Guernsey) L.P.  The general partner of BCEC – GFL Holdings (Guernsey) L.P. is BCEC Management X Limited.

Subordinate voting shares, no par value.

 

36168Q104

 

Not applicable.

 

(a) Amount beneficially owned:

 

Calculations of the percentage of subordinate voting shares of the Issuer beneficially owned assume 314,301,365 subordinated voting shares outstanding as of September 30, 2020, as reported in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 5, 2020.  Each of the Reporting Persons may be deemed to be the beneficial owner of the subordinated voting shares listed on such Reporting Person’s cover page.

 

BCEC-GFL Borrower (Cayman) LP directly holds 129,900,359 subordinate voting shares of the Issuer and GFL Borrower II (Cayman) LP directly holds 30,525,425 subordinate voting shares of the Issuer.

 

By virtue of certain rights that Magny Cours Investment Pte Ltd., an affiliate of GIC Private Limited, has with respect to its investment in GFL Borrower II (Cayman) LP, GFL Borrower II (Cayman), LP and Magny Cours Investment Pte Ltd. may be deemed to share dispositive power over the securities held by GFL Borrower II (Cayman) LP.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is a member of a group with Magny Cours Investment Pte Ltd. and its affiliates for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  Each of GFL Borrower II (Cayman) LP and Magny Cours Investment Pte Ltd. and their respective affiliates are separately making a Schedule 13G filing reporting the subordinated voting shares they may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any subordinated voting shares that may be deemed to be beneficially owned by Magny Cours Investment Pte Ltd. and its affiliates.

 

By virtue of a certain Investor Rights Agreement, dated as of March 5, 2020 (the “Investor Rights Agreement”), entered into by and among Patrick Dovigi, Sejosa Holdings Inc. and Josaud Holdings Inc. (collectively with their affiliated transferees, the “Investor”), the Issuer and, solely for certain limited purposes, BC Partners Advisors, L.P., an affiliate of the Reporting Persons, the Investor and the Reporting Persons may be deemed to be part of a “group” for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that such persons are members of any such group. Each of the Reporting Persons and the Investor and their respective affiliates are separately making a Schedule 13G filing reporting the subordinated voting shares they may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any subordinated voting shares that may be deemed to be beneficially owned by the Investor and its affiliates.

(b) Percent of class:

 

Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of subordinated voting shares listed on such Reporting Person’s cover page.

 

(c) Number of Shares as to which the Reporting Person has:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

 

Not applicable.

 

Not applicable.

 

See Item 4.

 

Not Applicable.

 

Not applicable.

SIGNATURE

 

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

 

[GFL Environmental Inc. – Schedule 13G]

EXHIBIT LIST

 

 

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