GFL Environmental Inc. entered into a definitive merger agreement to acquire Waste Industries USA, Inc. from Poole family, HPS Investment Partners, LLC and Equity Group Investments for an enterprise value of $2.8 billion on October 9, 2018. Certain shareholders, including the founding Poole family, and members of management are contributing committed capital and are expected to become shareholders of GFL in connection with the transaction. BC Partners, Ontario Teachers' and certain of GFL's other shareholders including Patrick Dovigi are providing new equity financing for the transaction. In addition, Barclays, Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada are providing committed debt financing. GFL expects the debt financing to consist of secured and unsecured debt, which will be used to fund a portion of the purchase price and to repay existing Waste Industries indebtedness. As of October 22, 2018, GFL announced planning to commence, subject to market and other conditions, a private offering of $400 million in aggregate principal amount of senior notes due 2026. The net proceeds of the Notes Offering will be used, together with proceeds from proposed borrowings of up to $1.31 billion of senior secured term loans and certain cash equity contributions, to finance the Acquisition and to pay related fees and expenses. Waste Industries' current Chairman and Chief Executive Officer, Ven Poole, will also join GFL's Board of Directors upon closing of the transaction. In anticipation of the closing, GFL also announced that Luke Pelosi has been appointed Chief Financial Officer to replace David Bacon. On the closing of the merger, Greg Yorston will take on the role of Chief Operating Officer for all of GFL's solid waste operations in Canada and the United States. Additionally Ven Poole will serve as a Senior Vice-President of the combined company following the transaction. Patrick Dovigi will continue to be the President and Chief Executive Officer of the combined company. The transaction is subject to customary regulatory approvals and is expected to close in the fourth quarter of 2018. Anthony Vernace, Mark Viera, Ethan Kim, Jennifer Hobbs, Eli Isak, Ryan Bekkerus, Lisa Zhang, Greg Grogan, Jamin Koslowe, Aria Mahboubi, Gary Mandel, Drew Purcell, Sophie Staples, Pierce Pandolph, Adeeb Fadil, Noreen Lavan, Jason Glover, Amin Ebrahim, Marcela Robledo, Dennis Loiacono, Peter Guryan, Kelly Karapetyan, Kenneth Ehrhard, Joshua Hazan and Jonathan Lindabury of Simpson Thacher & Bartlett LLP and Jeff Singer, Tim Chubb, Jeff Hershenfield, Kim Le, Aggrey Semi, John Lorito, Jill Winton, Jennifer Legge and Michael Kilby of Stikeman Elliott LLP acted as legal advisors to GFL. Scott Forchheimer, Paul Kukish and Stelios Saffos of Latham & Watkins LLP and  Joshua Otto and Christie Hartinger of Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Waste Industries. J. Lee Lloyd, LLC advised the Poole family. Michael J. Aiello and Sachin Kohli acted as legal advisor to Ontario Teachers’ Pension Plan.