I'll now hand over to your host, Patrick Dovigi, CEO and Founder of GFL, to begin. Please go ahead, Patrick.
Thank you, good morning. I would like to welcome everyone to today's call and thank you for joining us. Earlier today, GFL and SECURE Waste Infrastructure Corp. jointly announced that we have entered into a definitive agreement for GFL to acquire 100% of SECURE's common shares for an enterprise value of approximately CAD 6.4 billion. We believe this is a highly compelling transaction for both GFL and SECURE shareholders. I am joined this morning by Luke Pelosi, our CFO, and Allen Gransch, President and CEO of SECURE. Luke will take us through our forward-looking disclaimer before we get into the details.
Thank you, Patrick. Good morning, everyone, and thank you for joining. We have filed a press release and investor deck, which include additional and important information on this transaction. These materials are available on our website. During this call, we'll be making some forward-looking statements within the meaning of applicable Canadian and U.S. securities laws, including statements regarding events or developments that we believe or anticipate may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, including those set out in our filings with the Canadian and U.S. securities regulators. Any forward-looking statement is not a guarantee of future performance, and actual results may differ materially from those expressed or implied in the forward-looking statements.
These forward-looking statements speak only as of today's date, and we do not assume any obligation to update these statements, whether as a result of new information, future events and developments, or otherwise. This call will include a discussion of certain non-IFRS measures. A reconciliation of these non-IFRS measures can be found in our filings with the Canadian and U.S. securities regulators. I will now turn the call back over to Patrick.
Thank you, Luke. The acquisition of SECURE provides a unique opportunity to acquire a leading waste management provider in Western Canada. SECURE's highly complementary footprint of difficult-to-replicate post-collection assets significantly densifies our footprint, enhances our scale, and expands our ability to offer a full suite of services to our customers in Western Canada, a market in which we have long operating history in and favorable long-term outlooks. Over the past decade, we have observed the maturation of SECURE into a high-quality waste asset with predictable cash flows tied to durable waste production with 80% of volumes tied to recurring waste streams. In 2023, we bid to acquire a package of SECURE's assets that were forced to divest as part of an acquisition, but were unsuccessful. Since that time, we have continued to observe the improving quality of SECURE's business in the markets which it operates in.
SECURE's portfolio of landfills, transfer stations, recycling facilities, and critical waste infrastructure are best-in-class and position the business for continued success. Structural tailwinds provide ongoing support for SECURE services, and we expect the evolving macro environment to drive incremental demand over the coming years and decades. Allen and the entire SECURE management team are extremely impressive operators with a track record of equity value creation, and we look forward to utilizing our new combined footprint to further enhance shareholder value. Luke will walk through the financial impacts in detail, but at a high level, the acquisition is highly accretive across nearly every financial metric. SECURE's mid-30s adjusted EBITDA margins, combined with relatively lower maintenance capital requirement, yield a 50%+ free cash flow conversion.
The pro forma impact of this acquisition significantly accelerates the achievement of the multi-year financial targets we shared at our 2025 Investor Day, including low to mid-30s adjusted EBITDA margins and mid-40% free cash flow conversion exiting 2028. Additionally, being able to do this transaction on a leverage-neutral basis is a unique opportunity and one that we think is going to create meaningful value for both GFL and SECURE shareholders. On this point, I will hand the call over to Allen, who will provide additional context from SECURE's perspective.
Thank you, Patrick. Good morning, everyone. I'm very pleased to be here today and excited to announce this transaction with GFL, which represents an important milestone for SECURE and our shareholders. SECURE today is a large-scale waste infrastructure platform with the largest processing capacity in Western Canada, supported by a network of more than 80 facilities. SECURE's network of critical waste infrastructure across Western Canada and North Dakota spans waste processing, recovery, recycling, and disposal, and integrates naturally with GFL's broad North American platform. The combination expands GFL's footprint in key industrial markets and strengthens the ability to capture more waste streams and vertically integrate across the value chain. Over the past several years, SECURE has executed a clear strategic repositioning within the waste sector, building a high-quality, infrastructure-backed business characterized by stable cash flows, durable growth, and industry-leading financial metrics.
This transaction accelerates that recognition by capturing the intrinsic value of the business today with a share price premium of approximately 23% to the 60-day VWAP, while also providing our shareholders with meaningful participation in the upside of the combined company through a significant equity component. We also believe that continued ownership is important. SECURE brings a high-margin, free cash flow-generated business that enhances GFL's financial profile, supporting improved margins, double-digit adjusted free cash flow per share accretion, and incremental capital deployment opportunities. Overall, we believe this is great value for SECURE shareholders, and the result is a stronger pro forma company with a clear path to long-term value creation, positioning our shareholders to benefit from the growth of a larger, more scaled platform. For our customers, this combination is also compelling.
It enhances our ability to deliver reliable, integrated environmental solutions across a broader footprint with greater scale and the capabilities to meet increasingly complex waste handling needs. Now, none of this happens without our people. Our team has built this company with a focus on safety, operational excellence, and doing the right thing. These values are deeply embedded in how we operate, and we are strongly aligned with GFL. With GFL's scale and platform, we see a clear opportunity to accelerate growth, expand our capabilities, and capture opportunities that would take longer to realize on a standalone basis. This transaction brings a leading strategically positioned waste infrastructure platform into GFL, unlocking the next phase of growth from that foundation. We're proud of what we built, and we're very excited to be part of the GFL and continue the growth of the combined company.
I'll now pass the call over to Luke.
Thank you, Allen. Page four of the investor deck highlights the significant accretion to our financial metrics expected from this transaction. Note the first column on page four is the original 2026 guidance we provided and has not been updated to reflect the impact of the M&A that has been completed year to date. As we previously announced, we expect to significantly update our 2026 guidance when we report our Q1 results at the end of this month, and the actual 2026 Adjusted EBITDA pro forma for SECURE would therefore be something greater than the CAD 2.715 billion shown on page four. With that, assuming our original 2026 guidance on a pro forma basis, the SECURE acquisition would increase Adjusted EBITDA 27% and Adjusted EBITDA margin by 100 basis points to 31.6%.
Furthermore, assuming the midpoint of outcomes, adjusted free cash flow would increase approximately CAD 300 million to over CAD 1.135 billion, representing adjusted free cash flow conversion of nearly 42%, and adjusted free cash flow per share would increase approximately 15%. As Patrick stated, this significant growth is being achieved on a leverage-neutral basis, once again demonstrating our commitment to keeping net leverage within our stated range of low to mid 3s. The transaction is being contemplated at an enterprise value of approximately 11x 2026 adjusted EBITDA or at a share price of approximately 18x free cash flow, an acquisition price that is expected to generate a compelling return on a standalone basis. The ROIC opportunity is significantly more compelling when considering the opportunity for incremental capital deployment resulting from the transaction.
Our financial algorithm is that adjusted EBITDA growth and free cash flow generation reduce leverage and provide balance sheet capacity for returns-focused capital deployment. When you model out the go-forward balance sheet, adjusted EBITDA growth, and free cash flow generation pro forma for SECURE using conservative assumptions, you have nearly CAD 1 billion of incremental capital to deploy over the next two years or nearly CAD 2.5 billion of incremental capital over the next four years that could be used for M&A, organic growth projects, share buybacks, and dividends, and should be an opportunity for significant incremental value creation. Additionally, the pro forma enhanced scale and free cash flow generation are expected to be positive updates for our credit profile.
We continue to see opportunities for credit rating upgrades in our future, which should be incrementally positive to our financial profile and increase our appeal to a broader base of equity investors. Similarly, the pro forma enhanced scale will improve index inclusion opportunities. The significant increase to our float-weighted market cap likely to result from this transaction will further bolster the relative sizing of GFL that is considered when evaluating inclusion in indices like the TSX 60. I will now turn the call back over to Patrick.
Thank you, Luke. I would just summarize by framing the acquisition as the following, a highly complementary business that significantly densifies our existing footprint in an attractive market in Western Canada, immediately accretive across all key financial metrics, provides enhanced scale and free cash that improves opportunities for returns-focused capital deployment, credit rating upgrades, and index inclusion. I will now turn the call over to the operator to open up the line for Q&A.
hank you very much. To ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. Please remember that we ask you to please limit yourself to one question and one follow-up question per person. Our first question comes from Sabahat Khan from RBC. Your line is open. Please go ahead.
Great. Thanks, and good morning. Maybe just starting at a higher level, if you can maybe just share some thoughts around, you talked a little bit about the assets, but maybe the strategic rationale why now is the right time, and then with the increased exposure into Western Canada, maybe if you can just share some thoughts on what the E&P exposure looks like or where you want it to be longer term pro forma? Thank you.
Sounds good. Thanks, Sab. Yeah, I think from our perspective, this is an asset that we've been looking at since the original divestiture packages of 2023. When we think about the strategic rationale, a multitude of front. We've been operating in Western Canada since our first acquisition in Western Canada in 2010. We're in a lot of the markets where SECURE is operating at today, albeit maybe not doing exactly the same services that they're doing today. I think when we look at it and how Allen and the team have transformed the business really over the last five years to now be in a market with its largest competitor sort of being Waste Connections, which is obviously a large competitor of ours on the Solid Waste side, we think the setup for that is very well.
I think to Luke's point in terms of where we're looking at in terms of sort of overall revenue, if you take a look at it in the sort of most punitive way, you could say you basically have, call it a billion dollars of revenue that is tied directly to those markets where you would be more sort of E&P focused. If you take the breadcrumbs for 2027 and sort of how we're thinking about the business sort of longer term, I think on a pro forma basis, pretty hard to see how the business on an overall basis would be less than sort of CAD 9.5 billion of revenue going into 2027. That represents sort of like E&P exposure of call it 10%-12% on the overall business.
Our intention is not to expand our E&P business and buy other industrial businesses across the portfolio. This is literally just to increase our exposure to Western Canada around a very unique opportunity in a high-margin, high-free-cash-flow business that highly complements our existing portfolio in Western Canada. You sort of put all those breadcrumbs together, I think it's going to be highly compelling as we roll into 2027. We're using 2026 numbers here, but ultimately, when you use 2027 numbers and where the business is going, EBITDA is definitely going to start with a three. Revenue is certainly going to be CAD 9.5 ± a couple of CAD 100 million. You're going to be converting to free cash flow at sort of low 40s, as we discussed.
Free cash flow then is sort of CAD 1.3 billion plus next year, and I think that to us is sort of highly compelling, as well as getting a business from our perspective at a very reasonable purchase price multiple with very low integration risk, right? This is an experienced management team, and again, markets where we already operate with management teams that already exist in those markets that can work in a complementary fashion with the existing management team. We think integration risk, obviously very low. That's what excites us about the opportunity. I think one point to raise as well. We debated a lot about where this fit within the portfolio. Did it fit more with ES? Did it fit more with solid waste?
I think when you actually look at the assets, again, having 12 major landfills with a permanent landfill in B.C., again, significant opportunities to retool some of those sites to be able to receive some of our incremental waste streams within the book. I think 12 recycling facilities, five transfer stations and the injection wells are all things that we do on the solid waste side, and we do them very well. I think the treatment facilities and the storage terminals are something that we would more do on the liquid waste side, but that only represents 25% of the business today. From our perspective, this was a better fit for solid waste than it was for Environmental Services. Again, for all those reasons, we think it's very compelling. This is not a change in strategy or direction.
The lion's share of our capital is going to continue to get spent on solid waste, tuck-in M&A within the existing geographies where we're operating. This just happens to be a larger opportunity. Ultimately, it's the exact same thing we do in all the markets with a very highly compelling sort of financial profile.
Okay. Great. Thanks for that. I got a couple more questions I'll just roll into one. The first part, maybe a bit more color on, call it CAD 25 million of synergies. What specifically is in there and any thoughts on ability to use landfills, maybe go into collection? Second part, if you can just comment on some of the additional businesses that SECURE has, such as midstream, the metals, the specialty chemical. Is that something you expect to keep as part of the business? Thoughts on those two, and then I'll pass along. Thanks.
Yeah, thanks, Sab. A great question. Luke speaking. Look, on the synergy part, CAD 25 million, we characterize this as a highly conservative estimate, really focusing on low-hanging fruit, duplicative G&A type costs. As Patrick said, we're very excited that the entirety of the SECURE management team wants to stay and sort of keep running and growing this business. Two public companies coming together, you start thinking about public company costs, audit fees, and the other sort of low-hanging fruit. I think that's the majority what's been identified. I think the opportunity could be upwards of sort of 2-3 x that when all is said and done if you start thinking about commercial overlap opportunities and revenue generation.
Today, that CAD 25 million is really just focused on what I'd characterize as SG&A-type cost savings, really more on sort of professional services, insurance, and other public company-related-type costs. In terms of the business mix, look, as you said, Patrick alluded to, Allen and the team have done a phenomenal job of sort of maturing or transforming this business into a waste. Infrastructure asset with the recurring cash flows that are durable across various cycles, and that's the type of asset we sort of like. Whether it's in the metals recycling, specialty chemicals, those segments all sort of form part of the whole. We're very happy with the mix that they have today. Will that augment around the edges as Allen and the team continue to sort of mold and craft the portfolio as it goes forward? I'm sure it will.
There's no sort of one distinct sub-segment in there today that we think doesn't fit into the portfolio, and we'll continue to evaluate as we do with all of our business offerings as and when opportunities arise.
Thanks very much.
Our next question comes from Stephanie Moore from Jefferies. Your line is open, Stephanie. Please go ahead.
Great. Good morning. Thanks, everybody. It's just one question, but maybe kind of two parts to the same topic. First, maybe talk a little bit about how the M&A pipeline looks just for the remainder of this year. Patrick, you alluded to this a little bit, but as you think about pro forma SECURE, how would you characterize the M&A strategy going forward? Thanks.
Yeah. For the balance of the year, we expect that we'll deploy an incremental CAD 400 million-CAD 500 million into tuck-in M&A across the portfolio. 100% of those dollars will be spent on solid waste M&A that tucks into existing geographies, really on the backs of underutilized post-collection assets. No change from that perspective. I think when you roll into 2027, and you're going to have CAD 3+ billion EBITDA business, I mean, you can do the math and put the organic on after our updates. You're going to be in the low threes next year of sort of EBITDA converting free cash flow at somewhere between 41% and 42%. That's going to yield CAD 1.3+ billion of free cash flow. As Luke said in his remarks, that affords us a lot of flexibility in what we do with that capital.
The lion's share of that capital is going to continue to get deployed in those same solid waste tuck-in M&A transactions across the solid waste footprint, in both Canada and the U.S. Obviously, we'll have incremental dollars to use for share buybacks, as well as de-levering. I think when you run that with this transaction on a pro forma basis, I think you could easily spend CAD 1.5 billion -CAD 2 billion a year on M&A, and you're still going to de-lever sort of 15 -20 basis points a year if you wanted to. Obviously, if you do less, you're going to just de-lever faster and have incremental dollars for share buybacks and/or dividends. We're going to have ultimate flexibility.
We'll assess as a company and as a board about what the right capital deployment strategy will be, but know that we have ultimate flexibility, which is a very good place to be.
Thank you. Appreciate the time.
Thanks, Stephanie.
Our next question comes from Patrick T. Brown from Raymond James. Your line is open, Patrick. Please go ahead.
Yeah, hey. Good morning, guys. It's Tyler.
Hey, Tyler.
You there? Hey, all right.
Yes.
Hey. Congrats on the transaction. I got a question for Allen. We've been watching SECURE from afar for some time, but can you kind of give us a little bit of color on the visibility to organic growth in SECURE over the next few years? I think you guys have a pretty robust organic growth pipeline kind of building there. Real quick, Luke, would you expect this to be a separately reported segment once it's closed?
Morning, Tyler. Yeah, I think when you look at our organic spend over the past few years, we've been averaging CAD 100 million in new projects. A lot of those projects have been funded with long-term contracts with very large customers. As we think about 2026, we've already announced CAD 75 million of growth capital in it, and it's a little bit unique in terms of growth capital. We do have price and volume growth, but we also have these new facilities that we bolt on or expand our existing locations. This year we're spending CAD 75. I expect that number is going to be higher as we get through the year. I've explained this before, our hopper's anywhere from CAD 300 million-CAD 400 million.
We're going to continue to execute CAD 100 million of opportunities per year, and obviously, that'll be in conjunction with having discussions with Patrick and Luke on what our best IRRs and where do we think our capital is best placed. That's not going to slow down. Our hopper is going to continue to grow. I think that the backdrop here in Western Canada is very strong, and I think we're going to have lots of opportunities and new opportunities to keep expanding that. No, it's quite strong.
Tyler.
Okay, Luke, on the king and, yeah.
Yeah. In terms of your segment question, look, I mean, we're constantly evaluating our financial reporting, making sure we have sort of sufficient disclosure out there. As we get into 2027, which is when this is going to be sort of most relevant, we'll sort of revisit. Certainly, I don't think there's a scenario in which the SECURE business as it exists today would report it standalone just because of the sort of overlap that it would have with our Western Canada business. May do some resegmentation versus our current segment reporting. It'll be more 2027, as Patrick said. We'll look at the M&A that's happened, the relative size of the pieces at that time, and we'll look at that. Even if it's not a standalone segment, Tyler, we'll make sure to provide you some nice quarterly bridges so you can understand all the moving pieces.
Okay, Luke, I appreciate that. All right, Patrick, you kind of touched on it a little bit, and we can talk a little bit about SECURE and call it GFL proper and the overlap that you have, but how much does SECURE compete with GFL Environmental Services? Does this transaction change the calculus longer term on both your willingness and your ability to exercise that ES option in, call it, 2029 or 2030?
Yeah. There's very little competitive dynamic between SECURE and the GFL ES business, which was, again, one of the reasons why we looked at where we were going to put it as a Board. Well aware that on the face of it, that maybe someone could poke a hole in, obviously, on every financial metric, there's nothing anybody can argue with that this transaction makes sense, right?
Mm-hmm.
I think when you look and when you actually dig deep into what it is, the lion's share of what SECURE does is what GFL does across the country, both in Canada and the U.S., and the lion's share of those assets fit directly in. Again, long-term contracts against what we would view as post-collection assets that yield great financial results. Does it change anything in how I think about? Again, it complements the ES, but it doesn't compete with it. Again, I think from our perspective, it doesn't really change anything on what we would do with the asset. Again, you look at what the multiples of those are trading at in the private sector. We sold our ES business for almost 15.5-16x, right? You look at what Veolia paid for the Clean Earth business.
I think that thing traded for closer to 18-19x. We think buying this sort of around 11x pre-synergies on 2026 versus rolling that out to 2027, which is probably closer to 10x, and still meaningful opportunity for increased synergies with conversion of some of these landfills to receive some other incremental waste streams, as Allen said, to internalize more volumes into those landfills, is very compelling for us. I think this acquisition is going to provide exceptional results, both financially and operationally, with an exceptional management team that they have and with very low integration risk.
Most importantly, their shareholders, their board, their largest shareholder believe in the combined entity and are taking 80% stock to keep this leverage neutral to be able to give us the firepower to go and continue growing the business and the combined entity and believe that there's material upside in the combination, and so do we. That's what makes it compelling for us. I think when you look at that, this is a very unique opportunity with an extremely great margin profile, free cash flow profile, and these opportunities don't come along every day. Sure. Would I have liked to done it when GFL was trading at CAD 5 or CAD 6 higher? Sure. At the end of the day, it doesn't materially change any of the economics as you move forward.
I think it just puts us uniquely square in the position of where we want to be. I think for all the reasons Luke and Allen have mentioned, we're just in a great spot, and it's going to be a great deal. The best deal are when both sides win, and shareholders of GFL are going to win, and SECURE shareholders are going to win over time as well. I think it's great.
Okay. One really quick last one, Luke, on the U.S. GAAP transition. Does this change or slow that potential? Thanks, guys.
Yeah. Thanks, Tyler. No, we continue to evaluate and look at sort of options. The broader sort of financial reporting, we are going to continue to prepare to be a U.S. GAAP filer, and there likely will come a time when that is the right decision for this sort of company. When that exactly is still sort of TBD, but we'll be sort of prepared to sort of do so.
Okay.
The index inclusion opportunity that was really a driving force as to why maybe you'd want to accelerate that. It is quite possible that the pro forma impact of SECURE together with GFL materially advances our index inclusion opportunity here in Canada, right? That could be a very nice sort of stepping stone along the way for broader index inclusion, perhaps reducing the sort of near-term impetus or need or desire to accelerate these things.
Yeah. I think first step is the Russell, obviously, which we should get some more clarity on certainly by April 30th, which could be very favorable, and positive outcome is sort of our expectation. Obviously, no promises, no guarantees, but April 30th is when we should get some pretty good color in terms of what that looks like.
Yep. Okay. Thanks, guys.
Thanks, Tyler.
Our next question comes from Kevin Chiang from CIBC Wood Gundy . Your line is open, Kevin. Please go ahead.
Yeah. Thanks for taking my question, everyone. Maybe you've noted a few times, these are complementary services with SECURE. I guess we've seen the Competition Bureau step in when you acquired Terrapure. Clearly they stepped in when SECURE acquired the Tervita assets. They seem to be, I guess, reticent around some of the consolidation more broadly in the Western Canadian waste industries. I guess, given your previous experience with them, just why you think maybe the Competition Bureau approves this deal in a short time with a H2 close? Maybe your experience with them gives you a little bit more color on the things that might be pain points that you would have addressed already in this transaction.
Yeah, I think at the end of the day, we're realists. A big part of the assessment we did was obviously doing just that. We are very well-prepared and have spent a significant amount of time doing the work that we needed to do to ensure that we didn't believe that there was any material regulatory issues. We'll make our submission over the course of the next sort of 7 -15 days, and we'll start the process.
But we feel very confident, both on the Secure side and on the GFL side, that this should be approved for all the reasons that sort of we've articulated on the call, highly complementary to our less competitive, and given the work that the bureau previously did with the recent Secure, Travita divestitures to WCN, is a good framework because I think a lot of that work has been done already, which gives us a lot of confidence in terms of what the bureau's expectations are going to be around certain markets, et cetera, given the work that was done as recently as in the last sort of 1.5 to two years.
That's helpful. Maybe just in terms of, Luke, you provide a good color on the cost synergy opportunities. In terms of just cross-selling, maybe you can speak to where you see some of the opportunities, if any, and then maybe your experience with your legacy ES business and the cross-selling strategy there. Does this accelerate that? Have you seen good success there, and clearly you think you can lever that into these SECURE assets?
Yeah, Kevin, it's a great question. One of the things that gets us excited is you look at the SECURE facility network, it's mostly post-collection facilities, right? Collection isn't a meaningful part of the sort of SECURE service offering today, and it's obviously an area in Western Canada where we are very large and sort of well-entrenched, right? All those customers have collection needs as well, and so that seems like some low-hanging fruit opportunity on the commercial sort of synergy side. Additionally, you've heard us say something, but most customers have regular waste, solid waste needs, right?
There's an opportunity to look at the sort of customer book and ensure that if there's customers there that SECURE is servicing in some capacity, if they have regular waste commercial or normal course waste, that represents another sort of opportunity to expand the GFL service offering in that. We're excited about the commercial synergy opportunity. We think that could take the cost synergy of CAD 25 million opportunity up to something, as I said, two to three times higher than that over the course of this sort of coming together. That's something that we will update and articulate as we get closer to integration and have that sort of more well laid out.
That's good. Thank you for taking my questions.
Our next question comes from Konark Gupta from Scotia Capital. Your line is open. Please go ahead.
Yeah. Thanks, operator. Good morning, everyone. Allen, great to hear your voice on GFL call. Congrats on the deal, guys. Maybe first one for me, Patrick, Luke, do you know the 80 assets you're acquiring here or 80 sites from SECURE? How do they compare to the 29 sites SECURE, Tervita had to divest in 2024 to Waste Connections?
Probably a better question for Allen, but I think from our perspective is v ery similar. I'll turn it over to Allen.
Yeah, you're exactly right. I always characterized it as they were a representative sample of our overall network of 80 facilities. We would be directly in line with these locations where they're spread across Western Canada. In some markets, we do compete with WCN, but for the most part, yeah, they're a representative sample of the assets.
Thanks, Allen. If you look at the commodity exposure, and Allen, I think we have chatted about it in the past, too. I mean, you guys are 80% production-tied, so probably not a lot, but maybe more a question of strategic rationale here, Patrick, for you. Are you taking a lot more commodity risk at this point, do you think, with the 10%+ E&P exposure you will have and where the commodity prices are today? I mean, they may not be sustainable long term. Any thoughts there?
Yeah. Well, again, I think that was the beauty of the business is the way that Allen and his management team have retooled the business over the last five years. There's very low commodity risk. I think we took a lot of comfort in sort of CAD 55-CAD 60 WTI last year in sort of how the business performed. I think that's the beauty of the business, how they've built it now, but dizzying highs and terrifying lows, the business generally performs very similar. Yeah, there might be some modest upside from the numbers we looked at with the increased sort of WTI. All of our work, we actually entered into the transaction, and our work was done pre the war in Iran.
I think when you look at it from that perspective, again, we took a lot of comfort in that there wasn't a lot of commodity risk. From our perspective, there's not, and a lot of this is sort of on the maintenance side and not dependent on incremental waste streams that come from new drilling, et cetera. I think we feel very comfortable about it. Again, it's immaterial in the overall book of business, like we said last year. Like I said in my previous comments, of sort of CAD 9.5 plus billion of revenue for 2027, there's modest commodity risk. I think from our perspective, that is a very good place to be with just given how Allen and the management team have retooled the business.
Konark, just to add that very modest commodity risk that Patrick said, the fact that it's countercyclical to our existing GFL business, what I mean by that, our diesel price, we buy 50 million gallons of diesel, that going up and down. I mean, the sort of commodity risk in SECURE is sort of the inverse of that. We used to have a little bit of that when we had the ES business that served as a sort of natural economic hedge against sort of diesel price volatility that, as you know, solid waste business could have on a short-term basis. Notwithstanding Patrick's emphasis that we think the commodity risk is de minimis, the fact that it goes the opposite direction of the risk that I have in the GFL's diesel consumption is a nice natural hedge.
Makes sense. Thanks for the time, guys. Thank you.
Our next question comes from Trevor Romeo from William Blair. Your line is open, Trevor. Please go ahead.
morning. Thank you very much for taking my questions here. Patrick, I think you talked about very low integration risk here. I was wondering maybe if you could talk a little bit more specifically about the integration plans that you have. I guess, are there any sort of bigger migration efforts required in terms of the brand? Do you keep the SECURE brand to market? Do you integrate under GFL? Just any more details you can provide on kind of the integration plan, how much, how fast, anything like that would be helpful.
Yeah. Break it out, again, client-facing and then sort of back office. The way we sort of think about M&A, the SECURE brand will move to the GFL brand over time. It is not going to sort of happen overnight, but will definitely happen over time. I think obviously on the HR front, the accounting front, sort of on pricing and procurement. Again, from an integration perspective, that's sort of rinse and repeat. We have done that multiple times with over 300+ acquisitions. We have a very well-defined playbook on that front. I think operating systems, again, where we are today with sort of AI, the integration of those into sort of our back-office systems is going to be very quick. Obviously, the moving to our accounting system is going to be very quick.
Moving to our HR platform is going to be very quick, with sort of very low risk. The beauty is, with the assets that are sort of highly complementary, we haven't modeled significant sort of synergies coming from facility consolidations, et cetera, and headcount reductions. That's not what this is about. I think from where we sit, going to be very modest integration risk, if any, at all. It should be very smooth, it should be very quick, and shouldn't really have any issues.
Trevor, one of the things you've heard us say before, people often think larger deals pose a sort of greater integration risk. Our experience has been the quality and capabilities of the team that come along with a larger deal actually materially sort of aids in sort of integration sort of planning. When you think about, as Patrick was saying, whether sort of Chad, the CFO running the finance function, Michael in HR, these are very organized, well-qualified professionals with processes, et cetera. We've historically found that to really sort of ease the integration process versus what you might see in some of the smaller, what we call mom-and-pops, that are less accustomed to the processes, systems, et cetera, associated with being part of a public company like GFL.
Great. Thank you for that. Maybe for my follow-up, I guess you've kind of announced two larger deals recently with Frontier and now SECURE. You talked about, I think CAD 400 million-CAD 500 million in core tuck-ins the rest of the year. I guess as you think about the next few years and kind of the pipeline for deals that are maybe larger than your typical CAD 30 million and under EV mom-and-pop type tuck-ins, what else is out there? What are you kind of interested in doing? How do you think about that opportunity, I guess, over the next few years? Thank you.
Yeah, nothing short of any size or scale anywhere near sort of the Frontier size. I mean, again, like we've said historically, those sort of come up every sort of couple years. That was one obviously we've been working on for a while. I think as we sort of look into 2027, where we sit today, obviously things can change, but where we sort of sit today, there's a couple of opportunities that I would say are north of CAD 50 million of EBITDA that again, always on our radar, always in discussions with. Again, the lion's share of what we see today is, again, CAD 1 million-CAD 10 million of EBITDA across a broad book, both in Canada and the U.S.
No plans to go outside the geographies that we're operating in today, and we're just going to keep doing exactly what we've done, sort of rinse and repeat for sort of a long period of time. I think as we move into 2027, from an integration perspective, obviously the team's set up to do it, but Frontier was well underway going into the end of last year and through the beginning of this year. Integration there is well in hand and expectations that'll be done in the next sort of 45-60 days. Now as we turn our sights to the larger one and SECURE, again, very good team there that will make that process seamless. Again, we're not expecting anything there. As we said, we'll spend another sort of CAD 400 million-CAD 500 million on traditional tuck-in M&A this year.
All right, guys. Thanks a lot. Congrats on the deal.
Thank you.
Our next question comes from Shlomo Rosenbaum from Stifel. Your line is open. Please go ahead.
Hi. Good morning. Thank you for taking my question. I have kind of a strategic question. Looking at it from Allen's side and Patrick's side, Allen, maybe you can comment a little bit more on strategically why getting together with GFL should accelerate the growth for your core business. You made a comment that you think you could grow faster afterwards. Strategically, Patrick, do you think about the business being more economically sensitive post this kind of acquisition or maybe you could just give us a thought on that, and then I have one follow-up for Luke.
Sure. I'll start. Thanks for the question. Yeah. When we look at the businesses, and Luke had mentioned it, we want to look across our infrastructure platform that we said multiple times is very complementary. When we look at our service offerings to our customers and they see a broader suite of offerings, specifically on the waste collection and on the infra side, we're going to be able to expand what we do together for that customer and offer that better service offering. When we think about the access to capital, when you put a larger company together, we're going to be CAD 37 billion together here, and you look at the cost of capital, and we have access to more capital that we could deploy to some of these organic opportunities, which they're fantastic. We're building these things at a 4-5x multiples.
We look at opportunities that target after-tax IRR of greater than 20%. We're going to look at the network together. We're going to look at the offer of opportunities. As I said, the backdrop here in Western Canada continues to get better as we think about the longer term and the set of some of the areas we're located at continue to grow each year. We see production in Canada growing at 2%-3%, which just means more waste volumes. When you see more waste volumes, we see more opportunities to deploy capital. I think with the team and the total infrastructure, I think that's going to be very advantageous to work together on what our platform can do and how quickly it can grow. Even when I think about LNG and the coast, we've got a waste plant in Kitimat.
There's more we can do there. We've got our new Redwater facility, which is a Class I facility. There's only two Class I hazardous landfills in Alberta. We own one of them, and so there's obviously going to be material there that we could bring in, which we alluded to earlier. Yeah, there's lots of opportunities here to accelerate.
Yeah. Okay. Your point on sort of the economic sensitivity to the business, where we sort of sit today, again, if you look at SECURE, all of our businesses are economically sensitive to the macro. That being said, if you want to just look at the perspective of the SECURE business and sort of what is tied to more sort of commodity-based streams, and you take that, and let's call it 20% of the revenue today, 20% of the revenue on CAD 1.5 billion-CAD 1.6 billion is sort of CAD 300 million. If you think about CAD 300 million of economically sensitive revenue tied to a business that's going to generate somewhere north of CAD 9.5 Billion, it's minuscule in the grand scheme of things, right? Again, that's not something that worries us.
Going back to Luke's point, it's sort of a natural hedge against the other parts of our portfolio, so we feel sort of very comfortable with that.
Okay, thanks. Luke, is it fair to assume that the way that you looked at this was just a matter of that CAD 25 million of synergies based on what SECURE was talking about, kind of coming out in the Q4 of the year, because with some of the changes in crude prices, it looks like the EBITDA target looks a little bit low?
Yeah. Shlomo, one thing we've realized in these public equity markets, and Allen knows it as well, is that you guys like under-promising and over-delivering. We've just taken SECURE's base guidance that they gave at the beginning of the year. I'm sure when Allen and his team, so to speak, on their quarterly update, they'll provide their outlook. We're certainly feeling like there could be upside to SECURE's numbers. Similarly, you'll note that all the financial metrics in this deck are based on GFL's original guidance, which as we've very clearly said, is going to get raised significantly as well. We think there's upside to these numbers.
The synergy concept of CAD 25 million spoke about earlier on the call, think there's upside to that, and the fact that the financials are so compelling, even with this conservative view, is part of the aspect that gets us excited when we think about what we ultimately may be able to deliver above and beyond this baseline.
Yeah, Shlomo, just again, I want to reiterate the point. We're big believers in Western Canada. We think Western Canada is going to be the growth engine for Canada for the next number of years, and we want to have exposure to that market, more exposure than we currently have, which has been an amazing market for us over the last 16 years. We're not changing the strategy where we're going to go into Texas and other places and buy some business that has more exposure to sort of E&P. The strategy is the same. We just have more capital deployed on the existing strategy that we had over the next number of years, in a market where we already operate that's sort of highly complementary.
Again, great assets, great margin profile, great free cash flow profile, very low volatility in a market we love is the sort of rationale for the transaction.
Great. Thank you so much.
Thank you.
Our next question comes from James Schumm from TD Cowen. Your line is open, James. Please go ahead.
Hey, thanks, and good morning. Yeah, not knowing SECURE's business as well, I just wanted to drill down on the commercial overlap opportunities again. What are the commercial overlap opportunities? You're not using the same disposal collection assets, right? Luke, you mentioned the synergies, it's more on the revenue synergy side, right? Maybe you could talk about are there opportunities with the landfills, and you could talk about that, internalizing some waste there.
Yeah. Of course, that is one of the obvious synergies is internalizing incremental waste into the SECURE portfolio of landfills. That's one. Two, it's moving some of the services that GFL does today onto the backs of some of those services that SECURE does today, which we think is a meaningful opportunity as well. Again, if you look at the sort of the map on page six of the deck, you'll see the green dots sort of around SECURE, which again, those are largely sort of hauling facilities, right? If we can penetrate the existing customer base to augment some of those services and then internalize those volumes into the SECURE facilities, we're going to have a very good recipe for success and we have the confidence and belief that we can do that.
We've had that success when we previously had the ES business, and there's no reason to believe that we won't have the success doing that today.
Just what's your long-term view of the SECURE business, given that it's heavily levered to oil and gas? Do you have any terminal value concerns there? Three or four years ago, everybody was concerned that for energy investors, that we're not going to be using oil and gas in 10 or 15 years. That narrative has shifted dramatically. Just any concerns there on the long-term strategy?
Listen, the lion's share of it aside to that, I think it's been clearly demonstrated over the last number of years that sort of oil production is here to stay. I think anything, if you look at the amount of investment to have Canada become a global leader in sort of supplying oil to various parts of the world, and the government that's in place now, the Liberals today are, again, pushing for sort of incremental pipelines, becoming a leader in LNG. All of those things are going to be incremental tailwinds to the existing book of business, not only for SECURE, but for any operator in Western Canada. Because as we've seen, the macro environment, when there's incremental spending in Western Canada, just provides sort of incremental tailwinds. Our perspective is we're pretty bullish on it. We don't believe oil is going away anytime soon.
If anything, we think government is going to set up to be able to further sort of bolster production and become a global leader in the supply sort of LNG and oil over the next number of years. We echo that sentiment. We think this is a very unique opportunity, and we're just in the early innings of a long baseball game in terms of becoming an energy giant in Canada to supply sort of various parts of the world. I would say the conflict in Iran has only sort of further bolstered our view, not that that formed any part of the view before we actually entered into this transaction, but our perspective was that only further bolsters our conviction around that.
All right. Got it. Thanks a lot, guys. Appreciate it.
Our next question comes from Tobey Sommer from Truist. Your line is open, Tobey. Please go ahead.
Thank you. What specifically about the transaction would help Canadian Index inclusion, and what could timing and net buying impact look like?
Yeah, Tobey, great question. Luke speaking. Canadian Index inclusion, the next entrant, a key consideration is what's your float-weighted market cap. It's not just your market cap, but based on your free float. Arguably, the expectation is the combination of these two businesses together is going to meaningfully increase our float cap, and therefore, when the committee of the TSX 60 is evaluating next index inclusion entrants, we are that much larger of an industrial company based on their preferred sort of metric, and industrials are an underweight component of the TSX 60.
The unfortunate part is you don't actually know when those rebalances will happen. Like they do every quarter, but whether or not they're going to remove a smaller weighted company to add a larger weighted company is at the discretion of the committee, so you don't have exact certainty. It does materially improve GFL's weighting for purposes of the committee consideration.
Makes sense. Thank you. Within Western Canada, how does this transaction change internalization for that kind of geo and portion of the company? Do you think that has the opportunity to change significantly in coming years, not just post-transaction?
Yeah. Tobey, I mean, as we've been alluding to, we think there's sort of opportunities for us to bring more wastes into the SECURE landfills as they sort of currently exist. As you look at the sort of trend across Canada, you have small regional landfills that continue to close, and the preference is to concentrate waste volumes into more sophisticated, well-capitalized landfills from majors. Does that represent future opportunities? We are going to keep evaluating where we can internalize more. We think right out the gate, we have waste. It's incremental waste that could go into SECURE landfills, and augmentation of sort of landfill permits allowing for more, would just represent upside above and beyond those sort of near-term opportunities.
Thank you.
Our next question comes from Adam Bubes from Goldman Sachs. Line's open, Adam. Please go ahead.
Hi, good morning. As you outlined, the deal consists of 80% of GFL shares and allowing it to be leverage neutral. Do you see continued opportunities to use equity issuance for M&A or is this a one-off?
I mean, mostly a one-off. I mean, there'll be a larger transaction where certain shareholders, management teams have an interest in taking GFL equity. But by and large, we generally prefer to use cash versus equity. Obviously, in this situation, it's unique, but if you look at Frontier, there's basically 100 million of sort of rollover equity. But the norm is mostly just sort of using cash, and I don't expect that to change much in the future.
Got it. Maybe one for Allen. Maybe can you just talk about the pricing algorithm for SECURE and at a high level, the structure and flexibility of contracts? Thanks.
Sure, no problem. Yeah, I think if we look at our business over the past few years, we've been raising prices on average of 5% per year. We did that in 2023 and 2024 and here again in 2025. Alongside of price, and some of our price is predicated on long-term contracts. We have about 20% of our business that's contracted specifically with these 10-year plus agreements. There's a CPI indicator in there, so we do every year get price on those CPI indicators as part of the contract. On top of that, we would have volume growth. As I talked about production growth being 2%-3%, our volume growth, call it 2%-3% that we see every year. It's a combination of both.
As we think about these longer projects and investing capital, some of those are tied to long-term contracts, which we would have some similar terms associated with them.
Great. Thank you much.
Our next question comes from Abraham Landa from Bank of America. Your line is open. Please go ahead.
Good morning, Patrick and Luke. Just on the financing for this transaction, I know SECURE has some existing debt outstanding. I guess what is potentially going to happen with those? On the bridge financing, I wonder if you can maybe provide some details on that bridge and maybe how much permanent debt you kind of expect to raise, and if that's on an unsecured or secured basis.
Yeah. Hey, Abe, thanks for the question. SECURE has CAD 600 million outstanding across two notes. The likely outcome is those are sort of exchanged for GFL paper or just sort of called and sort of taken out. We'll evaluate as we get sort of closer. I mean, there's a committed bridge in place from our financing sort of partners. I think the more likely outcome is that we access the markets, high yield being the likely place in advance of closing and use availability capacity under our revolver, cash on hand and incremental sort of high yield borrowing in order to effect the price. The math suggests you need, depending on when you close, somewhere between sort of CAD 1.5 billion and CAD 2 billion incremental. That's including dollars to take out the SECURE debt.
The pro forma company would be an incremental CAD 1.5 billion-CAD 2 billion, depending on when you close. It would likely be unsecured paper as part of our transition of a cap structure that will more easily migrate to an IG cap structure. As always, we'll be opportunistic and evaluate market windows, and try and be as efficient as possible as we can with that cost of debt capital.
That's helpful. My follow-up is just, I understand that this is not under your control, but you did mention that you do foresee future credit upgrades. I guess, what would've been the reaction from the credit rating agencies, just given the discussions you've had with them? I guess anything on the timing of IG ratings in the future?
Well, the timing, I'll leave that to the black box of those fine institutions. As you know, they tend to be a little bit backwards-looking in their outlook. Look, I don't think there's any debate that the enhanced financial profile of this business, both from margin and most importantly free cash flow conversion and enhanced scale is highly credit positive, right? The agencies will continue to do their monitoring. Obviously, levels of M&A they naturally associate with a level of integration risk that they then want to see it play out. For all the reasons Patrick articulated, we feel very comfortable with the level of integration risk here and do not foresee anything meaningful. They do want to sort of see that out. We're going to continue to build the business, generating cash, investing, and building durable underlying cash flows.
I think it's inevitable that the credit rating upgrades will come and eventually IG will be obtained. As we've said, we're not going to pause growth investments in order to accelerate the achievement of that sort of credit rating. We do feel, over the near to medium term the likely outcome is credit rating upgrades and eventual IG classification.
Thank you very much. Congratulations on the transaction.
Thank you.
We currently have no further questions. With that, this concludes today's call. We thank everyone for joining, and you may now disconnect your lines.