Stikeman Elliott, Cassels, Osler, Blakes, Dentons, Bennett Jones among legal counsel
Deal: GFL sells environmental services unit to Apollo, BC Partners
Value: $8 billion
This week’s deals roundup features GFL’s $8 billion sale of its Environmental Services unit and notable acquisitions across sectors, signaling significant market shifts. Leading legal advisors include Stikeman Elliott, Cassels, Osler, Blakes, Dentons, and Bennett Jones.
Ontario-based GFL Environmental Inc., the fourth-largest diversified environmental services company in North America, agreed to sell its environmental services business to funds managed by affiliates of Apollo (the "Apollo Funds") and BC Partners (the "BC Funds") in a deal valued at $8 billion.
Stikeman Elliott LLP and Latham & Watkins LLP are serving as legal counsel to GFL, with Brown, Gibbons, Lang & Company Securities, Inc. and J.P. Morgan Securities LLC acting as financial advisors. Cassels Brock & Blackwell LLP is serving as legal counsel to the Special Committee, with Canaccord Genuity Corp. as independent financial advisor.
Osler, Hoskin & Harcourt LLP is serving as Canadian legal counsel to Apollo Funds and BC Partners.
“The sale of our environmental services business at an enterprise value of $8.0 billion is substantially above our initial expectations and is a testament to the quality of the business that we have built,” said GFL founder and CEO Patrick Dovigi. “The transaction allows us to monetize the environmental services business in a tax efficient manner while retaining an equity interest that will allow us to participate in what we expect to be continued value creation from these high-quality assets. In addition, GFL will maintain an option, not an obligation, to repurchase the environmental services business within five years of closing.”
“GFL Environmental Services is a leading North American provider of increasingly essential industrial and waste management services, with a broad customer base and exposure to attractive and growing end markets,” said Apollo partner Craig Horton. “We believe this transaction will provide the environmental services business with greater flexibility to pursue organic and inorganic growth opportunities as an independent business, while also taking advantage of the strategic, value-added resources and structuring capability of the Apollo platform.”
“Under Patrick's leadership we have seen GFL's environmental services business grow from a small franchise in Ontario in 2018 to a leading operator with over $500 million in adjusted EBITDA,” said BC Partners co-head of services Paolo Notarnicola. “Going forward, we are excited about the growth potential of this business, which is best placed to capitalize on the significant consolidation opportunity in the environmental services industry, including further expansion in the United States.”
Upon deal closing, GFL will retain a 44 percent stake in the environmental services business Apollo and BC Partners will each hold a 28 percent interest.
The deal is expected to be completed in the first quarter of 2025 and is subject to certain customary closing conditions.
Softchoice Corporation, a Toronto-based software and cloud-focused IT solutions provider agreed to sell to World Wide Technology Holding Co., LLC (“WWT”), a global technology solutions provider leading the AI and Digital Revolution, in a deal valued at approximately $1.8 billion.
Stikeman Elliott LLP is serving as legal counsel to Softchoice, with TD Securities and RBC as co-lead financial advisors.
Blake, Cassels & Graydon LLP and Bryan Cave Leighton Paisner LLP are acting as legal counsel to WWT, with BDT & MSD and BofA Securities as financial advisors.
“We are excited to join WWT,” said Softchoice president and CEO Andrew Caprara. “Its scale and global reach, customer base of large organizations, and industry leading infrastructure solutions are a perfect complement to our software and cloud focused solutions, our Canadian presence, and our strength in the North American mid-market. We also share similar Great Place to Work® certified organizational cultures, demonstrating an aligned passion for our people.”
“As the AI revolution reshapes industries and transforms businesses worldwide, we are at the forefront of this change – leading by empowering enterprises of all sizes to achieve better business outcomes,” said WWT co-founder and CEO Jim Kavanaugh. “Softchoice has been a transformative player in the IT industry for over 35 years, and adding its complementary software, cloud, cybersecurity and AI capabilities to WWT’s portfolio will enable us to create even greater value for our clients striving to achieve their digital transformation goals.”
The deal is expected to close in the late first quarter or early second quarter of 2025, subject to customary closing conditions and regulatory approvals.
Calgary-based Vermilion Energy Inc. agreed to acquire Westbrick Energy Ltd., a privately held oil and gas company operating in the Deep Basin, in a deal valued at $1.075 billion.
Dentons Canada LLP is serving as legal counsel to Vermilion, with TD Securities Inc. as the exclusive financial advisor. Osler, Hoskin & Harcourt LLP is serving as legal counsel to Westbrick, with RBC Capital Markets and Scotiabank acting as joint financial advisors.
“The strategic acquisition of Westbrick represents a significant step forward in Vermilion's North American high-grading initiative to increase operational scale and enhance full-cycle margins in the liquids-rich Deep Basin,” said Vermilion president and CEO Dion Hatcher. “The Deep Basin is an area Vermilion has been operating in for nearly three decades and is currently the largest producing asset in the company. The Acquisition adds 50,000 boe/d of stable production and approximately 1.1 million (770,000 net) acres of land from which Vermilion has identified over 700 drilling locations, providing a robust inventory to keep production flat for over 15 years while generating significant free cash flow to enhance the company's long-term return of capital framework.”
The acquisition will be financed using Vermilion's $1.35 billion undrawn revolving credit facility. To support the transaction, Vermilion has secured a fully underwritten $250 million term loan maturing in May 2028, arranged through a debt commitment letter with TD Securities Inc. (acting as underwriter). Additionally, the company has obtained a fully underwritten US$300 million bridge facility through a debt commitment letter with Royal Bank of Canada and TD Securities Inc.
The deal is expected to close in the first quarter of 2025.
Quisitive Technology Solutions Inc., a global Microsoft partner, agreed to be acquired by an affiliate of H.I.G. Capital for approximately $169.1 million.
Cassels Brock & Blackwell LLP and Bass, Berry & Sims PLC are serving as legal counsel to Quisitive, with William Blair & Company, L.L.C. as the exclusive financial advisor. Stikeman Elliott LLP and Weil, Gotshal & Manges LLP are serving as legal counsel to H.I.G. Capital.
“We are incredibly grateful for the public markets’ support over the past six years, which helped establish a solid foundation for Quisitive’s growth,” said Quisitive founder and CEO Mike Reinhart. “Looking ahead, we are pleased to partner with H.I.G., leveraging this strong platform to drive accelerated organic expansion and strategic investments in the business that ultimately benefit our customers.”
The deal is anticipated to be completed in the first quarter of 2025.
