M&A

GFL closes its acquisition of Terrapure

 

GFL Environmental Inc., Ontario, Canada, announced Aug. 17 that it has closed the previously announced acquisition of the solid waste and environmental solutions business of Terrapure Environmental Ltd. and its subsidiaries. The acquisition excludes Terrapure’s battery recycling business.

On March 15, GFL announced that it had entered into a definitive agreement to acquire the solid waste and environmental solutions business of Terrapure for an aggregate purchase price of $743.8 million.

Terrapure is an Ontario-based integrated provider of solid and liquid waste management and industrial services to more than 7,000 customers across Canada. Terrapure’s environmental and organics solutions cover a diverse range of waste streams from generation through collection, processing, recovery, recycling, reuse and disposal. These services are managed through the company’s integrated network of assets, including its landfill and its liquid and solid waste collection and processing facilities. Terrapure’s operations are supported by a fleet of more than 500 collection vehicles and approximately 1,600 employees. 

Terrapure’s operations acquired in the acquisition generated revenue of approximately $292.7 million in 2020, inclusive of COVID-related volume impacts. 

According to GFL, the acquisition advances the company’s growth strategy and aligns with the company’s goal of growing free cash flow.

During the initial announcement of the deal, GFL laid out three ways the acquisition will benefit the company:

It will enhance GFL’s capabilities and reach. According to the company, the acquisition brings a high-quality, complementary asset network and customer base to GFL's existing operations and augments GFL's existing service offerings in several regional markets, including Atlantic Canada. As part of the acquisition, GFL will acquire the Stoney Creek landfill, an industrial landfill strategically located in the greater Toronto area which recently received expansion approval for 14-plus years.

It will create significant synergies. According to the company, the acquisition creates an opportunity for GFL to realize meaningful synergies and earnings accretion. The company expects the acquisition to generate at least $36.1 million of adjusted free cash flow and at least $10 million in annual cost synergies through operational opportunities from geographical and functional overlap between the existing operations of Terrapure and GFL.

It will create long-term shareholder value. According to the company, the acquisition reinforces GFL's goal of creating long-term equity value for shareholders. Terrapure’s strategically located network of assets coupled with its strong operating margins are expected to be immediately accretive to free cash flow and provide opportunities for the company to continue to pursue its growth strategy.

“The acquisition of Terrapure is another example of GFL delivering on our commitment to pursue strategic and accretive acquisitions to continue growing our business,” Patrick Dovigi, founder and CEO of GFL, says. “Terrapure brings a high-quality, complementary network of assets and customer base to our existing solid and liquid waste operations and expands our service offerings in several regional markets. This strategically located network of assets and Terrapure’s strong operating margins are expected to be immediately accretive to free cash flow and provide opportunities for us to continue to pursue our growth strategy.”

“We are excited to welcome the over 1,600 Terrapure employees to the GFL family,” Dovigi concluded.

Clean Harbors acquires HydroChemPSC for $1.25B

Clean Harbors Inc., an industrial and environmental service provider based in Norwell, Massachusetts, has announced a definitive agreement to acquire HydroChemPSC (HPC) from an affiliate of Littlejohn & Co. for $1.25 billion in an all-cash transaction. HPC is a U.S. provider of industrial cleaning, specialty maintenance and utility services based in Deer Park, Texas.

According to a news release from Clean Harbors, the acquisition, subject to regulatory approval and other customary closing conditions, is expected to close in 2021.

“In a business where brand equity, customer service and reputation for safety are important, HPC is a recognized leader with terrific assets that will enhance our environmental services capabilities, particularly in the higher-value areas of specialty work and facility services,” says Alan S. McKim, chairman, president and CEO of Clean Harbors. “This acquisition highlights our disciplined approach to M&A, which is geared around accretive transactions that create multiple cross-selling opportunities and drive waste into our network.”

HPC says it expects to generate approximately $744 million in 2021, with full-year adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of $115 million. Clean Harbors estimates it can achieve cost synergies of $40 million from the acquisition after the first full year of operations. This would equate to a purchase multiple of 8.1 times on a post-synergized basis. The company expects to fund the acquisition through a combination of available cash and the issuance of additional debt.

According to the company, Clean Harbors’ planned acquisition of HPC offers significant strategic benefits, including:

• brings on a talented and experienced leadership team with a track record of growth;
• increases the size, scale and capabilities of the industrial services and field services businesses;
• drives incremental volumes of waste into Clean Harbors’ incinerators, landfills and other waste treatment facilities;
• adds deep customer relationships, including more than 180 embedded locations;
• improves the company’s industrial services safety profile through more automation and hands-free technologies;
• generates considerable cross-selling opportunities, particularly in the disposal and emergency response sectors; and,
• captures significant synergies in areas like customer service, transportation, branch network, asset rentals, vehicle and tank refurbishment, subcontracting and procurement.

HPC has more than 5,000 employees and operates in more than 240 locations. The company’s fleet consists of more than 5,600 units including vacuum trucks, roll-off trucks, high-pressure water blasters and light-duty vehicles. In addition, HPC says it is the only provider of industrial cleaning and specialty services with a dedicated manufacturing and technology center.

“One of the many reasons we were attracted to HPC is its differentiated technology, which provides safe, highly efficient and more profitable cleaning and specialty solutions,” McKim says. “HPC leads the industry when it comes to hands-free technologies and automation for industrial services. Part of our ESG efforts have been focused on ensuring the safety of our people and our customers. The acquisition of HPC is another important step in that direction.”

Goldman Sachs is the financial advisor to Clean Harbors and is providing a $1 billion debt commitment for the transaction. Davis, Malm & D’Agostine is serving as legal counsel to Clean Harbors. For HPC, Moelis & Company is serving as the financial advisor with Troutman Pepper Hamilton Sanders as legal counsel.