Enerflex Ltd. Announces $400 Million Senior Unsecured Notes Offering

Executive Summary

• Enerflex Inc., a wholly‑owned subsidiary, launched a private offering of $400 million aggregate principal amount of senior notes due 2031.
• Net proceeds (plus borrowings under the secured revolving credit facility) are earmarked to fully redeem Enerflex’s outstanding 9.00% Senior Secured Notes due 2027 at a redemption price of 102.25% of principal, subject to completion of the offering.
• The notes will be sold only to qualified institutional buyers (Rule 144A) and non‑U.S. persons under Regulation S, relying on securities law exemptions.

Key Details

• Offering Size: $400 million aggregate principal amount of senior notes due 2031 (“2031 Notes”).
• Issuer: Enerflex Inc., a wholly‑owned subsidiary of Enerflex Ltd.
• Use of Proceeds:
• Redeem in full the existing 9.00% Senior Secured Notes due 2027 (“2027 Notes”) – conditional on closing of the offering.
• Additional financing may be obtained from the Company’s secured revolving credit facility.
• Redemption Terms for 2027 Notes:
• Conditional notice of redemption issued for December 11, 2025.
• Redemption price: 102.25% of principal plus accrued and unpaid interest up to (but excluding) the redemption date.
• Offering Mechanics:
• Private placement relying on exemptions from registration under the U.S. Securities Act of 1933 and Canadian prospectus requirements.
• Sold exclusively to qualified institutional buyers pursuant to Rule 144A and to non‑U.S. persons outside the United States under Regulation S.
• Regulatory Statements:
• Notes and guarantees are not registered in any jurisdiction; Enerflex does not intend to register them.
• The release is not an offer, solicitation, or notice of redemption in jurisdictions where such would be unlawful.
• Forward‑Looking Information:
• Management assumes market conditions will remain supportive of the offering and that proceeds will be available to redeem the 2027 Notes as planned.

Notable Quotes

(No direct quotes were included in the release.)