Enerflex Ltd. Announces Pricing of $400 Million Senior Unsecured Notes Offering

Executive Summary

• Enerflex Ltd. announced the pricing of a $400 million private offering of 6.875% senior notes due 2031, issued by its wholly owned subsidiary, Enerflex Inc.
• The net proceeds from this offering, combined with borrowings from the company's secured revolving credit facility, will be used to fully redeem the outstanding 9.000% Senior Secured Notes due 2027.
• The redemption of the 2027 Notes is conditional upon the completion of the new note offering and is scheduled to occur on December 11, 2025, at a redemption price of 102.25% of the principal amount plus accrued interest.

Key Details

• Offering Amount: $400 million aggregate principal amount.
• Instrument: 6.875% senior notes due 2031 (the "2031 Notes").
• Issuer: Enerflex Inc., a wholly owned subsidiary of Enerflex Ltd.
• Guarantees: The 2031 Notes are guaranteed on a senior unsecured basis by Enerflex Ltd. and certain of its subsidiaries.
• Pricing: The notes were issued at par.
• Closing Date: Expected to close on December 11, 2025, subject to customary closing conditions.
• Use of Proceeds: To redeem in full the outstanding 9.000% Senior Secured Notes due 2027 (the "2027 Notes"), supplemented by borrowings under the Company’s secured revolving credit facility.
• Redemption Terms for 2027 Notes:
  • Date: December 11, 2025.
  • Price: 102.25% of the principal amount.
  • Interest: Plus accrued and unpaid interest up to, but excluding, the redemption date.
  • Status: Conditional notice of redemption issued; redemption is conditional upon the completion of the 2031 Notes offering.
• Offering Structure: Private offering in reliance on exemptions from registration requirements under 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.