CORRESP 1 filename1.htm

 

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

 

BMO Nesbitt Burns Inc.

100 King Street West, 4th Floor

Toronto, ON M5X 1H3

 

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

 

RBC Dominion Securities Inc.,
200 Bay Street, Suite 400, South Tower
Toronto, ON M5J 2W7

 

Scotia Capital Inc.

40 King Street West

Toronto, Ontario, M5H 3Y2

 

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Asia Timmons-Pierce

Jay Ingram

 

March 2, 2020

 

Re: GFL Environmental Holdings Inc.

Registration Statement on Form F-1

Registration File No. 333-232731

 

Ladies and Gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of GFL Environmental Holdings Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it comes effective at 4:00 PM, Eastern Time, on March 2, 2020 or soon thereafter as practicable, or at such other time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses included in the above-named Registration Statement, as amended:

 


 

i.                  Date of distribution: February 25, 2020 through the date hereof

 

ii.               Number of prospective underwriters to which the preliminary prospectuses were furnished: 14

 

iii.            Number of prospectuses furnished to prospective underwriters, institutional investors, dealers and others: approximately 5,500

 

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

Very truly yours,

 

J.P. MORGAN SECURITIES LLC
BMO NESBITT BURNS INC.
GOLDMAN SACHS & CO. LLC
RBC DOMINION SECURITIES INC.

SCOTIA CAPITAL INC.

 

Acting on behalf of itself and the several underwriters

 

2


 

By: J.P. Morgan Securities LLC

 

 

 

 

By:

/s/ Jin Izawa

 

Name:

Jin Izawa

 

Title:

Vice President

 

 

 

 

By: BMO Nesbitt Burns Inc.

 

 

 

 

By:

/s/ Craig King

 

Name:

Craig King

 

Title:

Managing Director & Group Head

 

 

 

 

By: Goldman Sachs & Co. LLC

 

 

 

 

By:

/s/ Kristen Grippi

 

Name:

Kristen Grippi

 

Title:

Managing Director

 

 

 

 

By: RBC Dominion Securities Inc.

 

 

 

 

By:

/s/ Steve Michell

 

Name:

Steve Michell

 

Title:

Managing Director

 

 

 

 

By: Scotia Capital Inc.

 

 

 

 

By:

/s/ Michael Mahoney

 

Name:

Michael Mahoney

 

Title:

Managing Director

 

 

[Signature Page to Acceleration Request (Underwriters)]