Enerflex Ltd. announces $400 MILLION SENIOR UNSECURED NOTES OFFERING
NEWS RELEASE
CALGARY, Alberta, Dec. 01, 2025 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced that Enerflex Inc., a wholly owned subsidiary of Enerflex (the “Issuer”), commenced a private offering (the “Offering”) to eligible purchasers of $400 million in aggregate principal amount of senior notes due 2031 (the “2031 Notes”), subject to market and other conditions.
The net proceeds from the proposed Offering, together with borrowings under the Company’s secured revolving credit facility, will be used to redeem in full Enerflex’s outstanding 9.000% Senior Secured Notes due 2027 (the “2027 Notes”). The redemption of the 2027 Notes is conditional upon the completion of the Offering. Enerflex has issued a conditional notice of redemption to redeem the 2027 Notes on December 11, 2025 at a redemption price of 102.25% of the principal amount of the notes being redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date.
The Notes and guarantees thereof will be offered in a private offering in reliance upon exemptions from, or in transactions not subject to, the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus requirements of applicable Canadian securities laws. The Notes and the guarantees thereof will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act and prospectus exemptions under applicable Canadian securities laws and similar exemptions under the laws of the applicable jurisdiction.
The Notes and the related guarantees have not been registered under the Securities Act, any state securities laws or the laws of any other jurisdiction, and Enerflex does not intend to register the Notes or the related guarantees. Any offer or sale of the Notes must be exempt from or not subject to the registration requirements of the Securities Act and applicable state laws and similar requirements under the applicable laws of the provinces of Canada and other jurisdictions where the Notes may be offered or sold.
This news release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In addition, this news release does not constitute a notice of redemption of the 2027 Notes.
ADVISORY REGARDING FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are FLI. The use of any of the words “anticipate”, “believe”, “could”, “expect”, “future”, “may”, “potential”, “should”, “will” and similar expressions, (including negatives thereof) are intended to identify FLI.
In particular, this news release includes (without limitation) FLI pertaining to: (i) expectations that the market and other conditions will remain supportive of the Offering and that the Issuer will complete the Offering and the timing associated therewith, if at all; and (ii) the intentions of Enerflex to use the net proceeds received from the Issuer, together with borrowings under the Company’s secured revolving credit facility, to redeem in full the 2027 Notes and the timing associated therewith, if at all.
