Amendment: SEC Form SCHEDULE 13G/A filed by GFL Environmental Inc. Subordinate voting shares no par value
$GFL
Environmental Services
Utilities
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
GFL Environmental Inc. (Name of Issuer) |
Subordinate voting shares, no par value (Title of Class of Securities) |
36168Q104 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 36168Q104 |
| 1 | Names of Reporting Persons
GIC Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,554,513.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The number of shares outstanding for purposes of the percentage calculation in Item 11 is based on 357,752,975 subordinated voting shares outstanding as of March 28, 2025, according to the Form 6-K filed by the Issuer with the Securities and Exchange Commission (the "SEC") on April 9, 2025.
SCHEDULE 13G
|
| CUSIP No. | 36168Q104 |
| 1 | Names of Reporting Persons
GIC Special Investments Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,880,789.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The number of shares outstanding for purposes of the percentage calculation in Item 11 is based on 357,752,975 subordinated voting shares outstanding as of March 28, 2025, according to the Form 6-K filed by the Issuer with the SEC on April 9, 2025.
SCHEDULE 13G
|
| CUSIP No. | 36168Q104 |
| 1 | Names of Reporting Persons
Magny Cours Investment Pte Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,880,789.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The number of shares outstanding for purposes of the percentage calculation in Item 11 is based on 357,752,975 subordinated voting shares outstanding as of March 28, 2025, according to the Form 6-K filed by the Issuer with the SEC on April 9, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
GFL Environmental Inc. | |
| (b) | Address of issuer's principal executive offices:
100 New Park Place, Suite 500, Vaughan, Ontario, Canada L4K 0H9 | |
| Item 2. | ||
| (a) | Name of person filing:
GIC Private Limited
GIC Special Investments Private Limited
Magny Cours Investment Pte Ltd. | |
| (b) | Address or principal business office or, if none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912 | |
| (c) | Citizenship:
GIC Private Limited - Republic of Singapore
GIC Special Investments Private Limited - Republic of Singapore
Magny Cours Investment Pte Ltd. - Republic of Singapore | |
| (d) | Title of class of securities:
Subordinate voting shares, no par value | |
| (e) | CUSIP No.:
36168Q104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Ownership information with respect to GIC Private Limited ("GIC PL"), GIC Special Investments Private Limited ("GIC SI") and Magny Cours Investment Pte Ltd. ("Magny Cours") and together with GIC PL and GIC SI, the "Reporting Persons") is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity.
By virtue of certain rights that Magny Cours has with respect to its investment in GFL Borrower II (Cayman) LP ("GFL Borrower"), Magny Cours may be deemed to share dispositive power over 15,880,789 subordinate voting shares of the Issuer held by GFL Borrower with GFL Borrower. 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 GFL Borrower, GFL Borrower GP II (Cayman), Ltd as general partner of GFL Borrower or any of their respective 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 GP II (Cayman), Ltd, GFL Borrower and the Reporting Persons 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 GFL Borrower, GFL Borrower GP II (Cayman), Ltd and their respective affiliates.
Magny Cours shares dispositive power over 15,880,789 subordinate voting shares of the Issuer held indirectly by it with GIC SI and GIC PL. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
GIC is a fund manager and only has 2 clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 606,739 subordinate voting shares beneficially owned by it. GIC shares power to vote and dispose of 66,985 subordinate voting shares beneficially owned by it with MAS.
GIC PL is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of these shares. | |
| (b) | Percent of class:
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
| ||
| (ii) Shared power to vote or to direct the vote:
| ||
| (iii) Sole power to dispose or to direct the disposition of:
| ||
| (iv) Shared power to dispose or to direct the disposition of:
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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.
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit A - Joint Filing Agreement dated February 11, 2022, entered into by GIC Private Ltd, GIC Special Investments Pte Ltd and Magny Cours Investment Pte Ltd (incorporated by reference to Exhibit A to the Schedule 13G filed by those persons on February 11, 2022 (SEC File No. 005-91749)). |