Enerflex subsidiary arranges $400-million note offering

Executive Summary

• Enerflex Inc. (a subsidiary of Enerflex Ltd.) has commenced a private offering of $400 million in aggregate principal amount of senior notes due 2031.
• The net proceeds from this offering, combined with borrowings under the company's secured revolving credit facility, will be used to fully redeem Enerflex's outstanding 9.000% senior secured notes due 2027.
• The redemption of the 2027 notes is conditional upon the completion of the new offering and is scheduled for December 11, 2025, at a redemption price of 102.25% of the principal amount plus accrued and unpaid interest.

Key Details

• Offering Amount: $400 million aggregate principal amount of senior notes due 2031.
• Issuer: Enerflex Inc., a wholly owned subsidiary of Enerflex Ltd.
• Use of Proceeds: To redeem in full Enerflex's outstanding 9.000% senior secured notes due 2027, supplemented by borrowings under the company's secured revolving credit facility.
• Redemption Terms:
  • Target Notes: 9.000% senior secured notes due 2027.
  • Redemption Date: December 11, 2025.
  • Redemption Price: 102.25% of the principal amount of the notes being redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date.
  • Condition: Redemption is conditional upon the completion of the $400 million offering.
• Offering Structure: Private offering to eligible purchasers.
• Regulatory Basis: Offered in reliance on exemptions from registration requirements of the Securities Act of 1933 (Rule 144A for qualified institutional buyers) and Regulation S (non-U.S. persons), as well as applicable Canadian securities laws.