Sec Form 13G Filing - HPS Investment Partners LLC filing for GFL ENVIRONMENTAL INC SUB VTG (GFL) - 2022-02-11

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

GFL Environmental Inc.

(Name of Issuer)

Subordinate voting shares, no par value

(Title of Class of Securities)

36168Q104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

GFL Environmental Inc. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

100 New Park Place, Suite 500

Vaughan, Ontario, Canada L4K 0H9

The Schedule 13G is being filed by HPS Investment Partners, LLC, a Delaware limited liability company (“HPS”, or the “Reporting Person”).

HPS is the sole member of HPS Mezzanine Management III, LLC, which is the investment manager of each of Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P., and MP III Offshore Mezzanine Investments, L.P. (the “III Funds”). HPS is the sole member of HPS Mezzanine Management 2019, LLC, which is the investment manager of each of HN Co-Investment Fund, L.P., Galaxy III Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., MP 2019 AP Mezzanine Master, L.P., and MP 2019 Mezzanine Master, L.P. (collectively, the “2019 Funds”). HPS is also the sole member of HPS Strategic Investment Management V, LLC, which is the investment manager of each of SIP V Onshore Mezzanine Master, L.P., SIP V Mezzanine Master, L.P., and SIP V AP Mezzanine Master, L.P. (the “V Funds”). HPS Mezzanine Management 2019, LLC is the investment manager of HPS VG Co-Investment Fund, L.P. (together with the III Funds, the V Funds and the 2019 Funds, the “Funds”).

As such, HPS has the power to vote and dispose of the securities held by the Funds, and as such, may be deemed to beneficially own the securities held by the Funds.

(b) Address or Principal Business Office:

The business address of the Reporting Person is 40 West 57th Street, 33rd Floor, New York, NY 10019.

(c) Citizenship of each Reporting Person is:

The Reporting Person is organized under the laws of the state of Delaware.

(d) Title of Class of Securities:

Subordinate voting shares, no par value.

(e) CUSIP Number:

36168Q104

Not applicable.

(a-b) Amount beneficially owned:

As of December 31, 2021, HPS may be deemed to be the beneficial owner of an aggregate of 32,815,824 subordinate voting shares representing 9.2% of the outstanding subordinate voting shares, which includes (i) 25,969,285 subordinate voting shares issuable upon conversion of 28,571,428 shares of Series A convertible preferred shares (the “Series A Preferred Shares”) held of record by the Funds and (ii) 6,846,539 subordinate voting shares issuable upon conversion of 8,196,721 shares of Series B convertible preferred shares (the “Series B Preferred Shares” and, together with the Series A Preferred Shares, the “Preferred Shares”) held of record by the Funds. The percentage of the subordinate voting shares beneficially owned is based on (i) 324,049,859 subordinate voting shares outstanding as of November 17, 2021, as reported by the Issuer in voluntary supplemental material filed with the Securities and Exchange Commission on November 22, 2021 and (ii) 32,815,824 subordinate voting shares issuable upon conversion of 36,768,149 Preferred Shares held of record by the Funds.

(c) Number of shares as to which the person has:

(i) Sole power to direct the vote:

See row 5 of the cover page of the Reporting Person.

(ii) Shared power to vote or to direct the vote:

See row 6 of the cover page of the Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See row 7 of the cover page of the Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See row 8 of the cover page of the Reporting Person.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Date:     February 11, 2022