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CALGARY, Alberta, Oct. 6, 2022 (GLOBE NEWSWIRE) — Enerflex Ltd. (“Enerflex” or the “Company”) (TSX: EFX), a leading provider of vertically incorporated products to the global energy industry, continues to advance its pending acquisition of Exterran Corporation (“Exterran”) (NYSE: EXTN) (the “Transaction”) by securing its committed financing. The transaction is on track to close early in the fourth quarter of 2022.
Marc Rossiter, President and Chief Executive Officer of Enerflex, stated, “Since the announcement of the transaction in early 2022, business situations have advanced and herbal fuel basics have strengthened, helping to offset higher interest rates in today’s market. We have recorded more than C$300 million in engineering formula reserves in the third quarter of 2022, including approximately C$80 million in carbon capture projects, a major step for our energy transition company. With this momentum, we have particularly mitigated the dangers of our 2023 business We aim to reduce our net debt to adjusted bank EBITDA to less than 2. 5 times within 12 to 18 months of closing, we expect deleveraging much faster than we expected when we announced the transaction earlier this year. “
At closing, the investment committed to pro forma activity includes:
A personal provision (the “Offering”) for a total principal amount of US$625 million of 9. 00% senior secured Notes due 2027 (the “Bonds”). The estimated net proceeds from the issuance of the Notes will be approximately US$565 million, taking into account the factor and estimated transaction costs. Tickets will be guaranteed through certain Enerflex affiliates.
Commitments through a syndicate of money establishments for a new $150 million 3-year secured term credit facility with an interest rate equivalent to the guaranteed overnight rate or the U. S. rate. Plus 3. 75% or 2. 75% per annum, respectively (the “Term Loan Facility”).
As previously announced, a US$700 million three-year secured revolving credit facility, of which the Company expects to dispose of approximately US$227 million at closing, generating an interest rate equivalent to an applicable margin (ranging from a minimum of 0. 20% year-consistent to a maximum of 3. 25% consistent with the year based on the Company’s net debt to EBITDA ratio), plus the applicable reference rate related to the currency of the loans (the “Revolving Credit Line”).
Enerflex intends to use the net proceeds of the Offering, as well as the term credit facility, an early withdrawal from the revolving and cash credit facility, to pay in full the existing Enerflex and Exterran bonds and the amenities of revolving credits and to implement a new debt capital structure. The balance of the revolving credit facility will be used for capital expenditures incurred and other general corporate purposes and will provide significant liquidity for pro forma activities.
The provision of Tickets is expected to close on October 12, 2022, subject to standard conditions. The final of the Offer is conditional upon the final touch of the Transaction. The Notes will be subject to a special mandatory refund if (i) the transaction is completed by November 25, 2022, (ii) the merger agreement for the transaction terminates prior to that date, or (iii) Enerflex delivers ice to the Escrow Agent and the Securities Trustee prior to that date informing them that it no longer proceeds with the final touch of the transaction, as described in more detail in the terms of the tickets.
The Bonds and their guarantees shall be presented on a personal provision basis on an exemption or transaction basis that is not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus needs of applicable regulations. Canada securities legislation. The Bonds and their guarantees will be presented and sold only to persons deemed to be qualified institutional clients pursuant to Rule 144A of the Securities Act and to non-U. S. persons outside the United States on the basis of Regulation S of the Securities Act. and prospectus exemptions under applicable Canadian securities laws and similar exemptions under the laws of jurisdictions applicable outside the United States and Canada.
The Bonds and similar guarantees have not been signed under the Securities Act, any state securities law or the legislation of any other jurisdiction, and the Company does not intend to sign the Bonds or similar guarantees. Any offer or sale of Bonds shall be exempt or not subject to the registration requirements of the Securities Act and applicable state law and similar requirements under the laws of Canada and other jurisdictions where the Bonds may be offered or sold outside the United States and Canada.
This press release constitutes an offer to sell or the solicitation of an offer to purchase the Bonuses, and there will be no sale of Tickets in any jurisdiction in which such offer, solicitation or sale is unlawful. There can be no assurance that the Offer will be made on the terms proposed or at all.
EXTRAORDINARY SHAREHOLDERS’ MEETING
Enerflex Board Urges Enerflex Shareholders to Follow Institutional Shareholder Services and Glass, Lewis Recommendations
Enerflex’s special meeting to review and vote on the settlement related to the transaction will be held at Westin Calgary, 320 4th Avenue S. W. , Calgary, Alberta, on October 11, 2022 at 9:00 a. m. m. (MDT), for Enerflex shareholders to sign at the close of business on September 9, 2022.
NOTICE OF FORWARD-LOOKING INFORMATION
Statements contained in this press release that are not forward-looking are “forward-looking statements” within the meaning of certain federal securities laws and “forward-looking data” within the meaning of applicable Canadian securities laws (collectively, “FLI” ), adding statements relating to Enerflex’s business prospects, the Company’s ability to reduce its indebtedness, the Offer, the end of the Offer, the terms of the Notes and the intended use of proceeds therefrom Array All Statements other than statements of past fact are forward-looking statements. The use of any of the words “anticipate”, “long term”, “plan”, “contemplate”, “continue”, “create”, “estimate”, “expect”, “intend” Array “target”, “propose “, “may also just”, “possibly”, “will”, “should”, “plan”, “should”, “could”, “would”, “expect”, “anticipate”, “pursue”, “prospective “, “target”, “capable” and similar expressions are intended to identify forward-looking data. Although the Company believes that the FLI is moderated based on the data available today and the processes used to prepare it, those statements are not promises of long-term functionality and readers are cautioned not to place undue reliance on the FLI. Array. By its nature, the FLI arrives at a variety of assumptions, which are based on points that would possibly be difficult to expect, possibly involving known and unknown threats and uncertainties, and other points that would possibly cause real effects, particularly other degrees of activity and in achievements. of those expressed or implied through such FLI, including, but not limited to, the following: the timing and finishing touch of the Transaction, including receipt of shareholder/inventory holder approvals and satisfaction of other preceding situations; the realization of the benefits and synergies expected from the Transaction and the timing and amount thereof; the good fortune of integration plans and the time it takes to get integration plans up and running; the concentration of the control’s time and attention on the Transaction and other interruptions arising from the Transaction; adjustments in business strategy and strategic opportunities; estimated long-term dividends; economic strength and flexibility; debt and equity markets position position position position situations, adding the ability to access the capital market position position position positions on favorable terms, if at all; debt and equity charge; prospective adjustments in the value of Enerflex’s inventory; the control ability of Enerflex, its subsidiaries and associates to execute key priorities, adding those related to the transaction; exhaustion of refinancing operations; general social, economic, political, credit and business situations in Canada, the United States and around the world; the availability and value of energy products; the effects of festivals and price pressures; North American and world economic growth; industry capacity; adjustments in market position position position demand; adjustments in the value of raw materials and demand for raw materials; inflation; geopolitical skill; adjustments in legislation, regulations and government policies; adjustments in taxes and tax rates; possible increases in maintenance and operating charges; uncertainties of investigations, processes or other types of claims and litigation; compliance with environmental regulations; hard work disputes; adjustments in charges for hard work and hard work tricks; capital allocation and maintenance final touch schedule; the adequacy of budgeted capital expenditures to achieve business plans; facilities and infrastructure; the fulfillment through third parties of its obligations; currency and interest rate fluctuations; exposure rate; the effects of the adjustments in the market positionpositionpositionpositionpositions and the reduction rates in the economic position of the pension plans and investments; industry restrictions or other adjustments in foreign industry agreements; the effects of existing and long-term multinational industrial agreements; climate reset and market positionpositionpositionposition and regulatory reactions to climate reset; operational functionality and resiliency; approvals and from customers, shareholders, regulators and other interested parties; regulatory and legislative decisions and actions; public opinion; various events that can also disrupt operations, adding severe weather events such as droughts, floods, avalanches, and earthquakes, and cybersecurity attacks, as well as security threats and the government’s reaction to them. ci, and technological adjustments; acts of terrorism, war or other acts of violence or criminality, or the threat of such activities; insurance coverage limits; curtains adverse adjustments in economic and industry situations, adding the availability of short and long-term financing; and the pandemic generated by COVID-19 and the emergence of various variants, and the resulting effects on economic situations, the demand for environments due to logistical desires and power values, restrictions imposed by the government or governments, fiscal policy reactions and economic by governments and financial institutions, and disruptions in global supply chains.
Additional data about those and other assumptions, threats and uncertainties may be discovered in reports and documents filed through Enerflex and Exterran with Canadian and U. S. securities regulators. See the segment entitled “Risk Factors” in Enerflex’s Prospectus filed with the U. S. Securities and Exchange Commission on September 9, 2022, Enerflex’s Annual Information Form and Exterran Form 10-K, each for the financial year ended December 31, 2022. 2021, and in MD
The FLIs contained in this press release are valid only as of the date of this press release. Enerflex assumes no legal responsibility to update or revise forward-looking statements, as required by law.
ABOUT ENERFLEX
Enerflex is a one-stop supplier of herbal fuel compression systems, oil and fuel processing, refrigeration systems and power generation equipment, adding similar in-house expertise in engineering and mechanical services. The company’s extensive internal resources provide the ability to design, manufacture, build, commission and commission oil handling systems. Enerflex’s expertise includes box production facilities, herbal fuel compression and processing plants, fuel injection compression, cooling systems, and power source responses serving the herbal fuel production industry.
Headquartered in Calgary, Alberta, Canada, Enerflex has approximately 2100 employees worldwide. Enerflex, its subsidiaries, affiliates and joint operations operate in Canada, the United States, Argentina, Bolivia, Brazil, Colombia, Mexico, United Kingdom, Bahrain, Kuwait, Oman, the United Arab Emirates, Australia, New Zealand and Indonesia, Malaysia and Thailand. Enerflex operates in 3 business segments: the United States, the rest of the world and Canada. Enerflex’s usual stock exchange industry on the Toronto Stock Exchange under the symbol “EFX”. For more information about Enerflex, www. enerflex. com.
For investor and media inquiries, please contact:
Marc Rossiter
Sanjay Bishnoi
Stéphane Ali
President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Vice President, Strategy and Investor Relations
Phone : (403) 387-6325
Phone : (403) 236-6857
Phone : (403) 717-4953