Enerflex Ltd. ("Enerflex" or the "Company") (TSX: EFX), a leading
supplier of vertically integrated products and services to the
global energy industry, continues to advance towards 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, Enerflex's President and Chief
Executive Officer commented, "Since announcing the Transaction in
early 2022, business conditions have improved and natural gas
fundamentals have strengthened, helping to offset today's higher
market interest rates. We recorded over Cdn$300 million of
Engineered Systems bookings during the third quarter of 2022, which
includes approximately Cdn$80 million in carbon capture projects, a
major step forward for our Energy Transition business. With this
momentum, we have significantly de-risked our 2023 business plans.
We are maintaining our target to reduce our bank-adjusted net debt
to EBITDA ratio to below 2.5 times within 12 to 18 months of
closing, expecting to deleverage much more quickly than we had
forecasted when we announced the Transaction earlier this
year."
Upon closing, the committed financing for the
pro forma business is expected to comprise of:
-
A private offering (the "Offering") of U.S.$625 million aggregate
principal amount of 9.00% senior secured notes due 2027 (the
"Notes"). The estimated net proceeds from the issuance of the Notes
will be approximately U.S.$565 million, taking into effect the
issuance discount and estimated transaction costs. The Notes will
be guaranteed by certain subsidiaries of Enerflex.
-
Commitments from a syndicate of financial institutions for a newly
drawn U.S.$150 million three-year secured term loan credit
facility, bearing an interest rate equal to the Secured Overnight
Financing Rate or U.S. base rate plus 3.75% or 2.75% per annum,
respectively (the "Term Loan Facility").
-
As previously announced, a U.S.$700 million three-year secured
revolving credit facility, which the Company expects to be drawn by
approximately U.S.$227 million upon closing, bearing an interest
rate equal to an applicable margin (ranging from a low of 0.20% per
annum to a high of 3.25% per annum based on the Company's net
funded debt to EBITDA ratio), plus the applicable reference rate
associated with the currency of the borrowings (the "Revolving
Credit Facility").
Enerflex intends to use the net proceeds of the
Offering, together with the Term Loan Facility, an initial draw
under the Revolving Credit Facility, and cash on hand, to fully
repay the existing Enerflex and Exterran notes and revolving credit
facilities and put in place a new debt capital structure. The
balance of the Revolving Credit Facility will be used for committed
capital expenditures and other general corporate purposes and will
provide significant liquidity for the pro forma business.
The offering of the Notes is expected to close
on October 12, 2022, subject to customary conditions. The closing
of the Offering is not conditioned upon the consummation of the
Transaction. The Notes will be subject to a special mandatory
redemption if (i) the Transaction is not consummated on or prior to
November 25, 2022, (ii) the merger agreement for the Transaction is
terminated prior to such date, or (iii) Enerflex delivers a notice
to the escrow agent and the trustee for the Notes prior to such
date advising that it is no longer pursuing the consummation of the
Transaction, as further described in the terms of the Notes.
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 jurisdictions outside of the United States and
Canada.
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 the Company 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 laws of Canada and
other jurisdictions where the Notes may be offered or sold outside
of the United States and Canada.
This news release does not constitute an offer
to sell, or the solicitation of an offer to buy, the Notes, nor
shall there be any sale of the Notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful. No assurance
can be made that the Offering will be consummated on its proposed
terms or at all.
SPECIAL SHAREHOLDER MEETING
The Enerflex Board of Directors urges Enerflex
shareholders to follow Institutional Shareholder Services' and
Glass, Lewis & Co.'s recommendations to vote "FOR" the
Company's proposed issuance of common shares of Enerflex to the
holders of common stock of Exterran pursuant to the
Transaction.
The Enerflex Special Meeting to consider and
vote on the resolution in connection with the Transaction will be
held at The Westin Calgary, 320 4th Avenue S.W., Calgary, Alberta,
on October 11, 2022 at 9:00 a.m. (MDT), for Enerflex shareholders
of record at the close of business on September 9, 2022.
ADVISORY REGARDING FORWARD-LOOKING
INFORMATION
Statements in this news release which are not
historical in nature are "forward-looking statements" within the
meaning of certain federal securities laws and "forward-looking
information" within the meaning of applicable Canadian securities
laws (collectively, "FLI"), including statements regarding the
outlook for Enerflex's business, the Company's ability to reduce
its leverage, the Offering, the closing of the Offering, and the
terms of the Notes and the intended use of the proceeds thereof.
All statements other than statements of historical fact are
forward-looking statements. The use of any of the words
"anticipate", "future", "plan", "contemplate", "continue",
"create", "estimate", "expect", "intend", "target", "propose",
"might", "may", "will", "shall", "project", "should", "could",
"would", "believe", "predict", "forecast", "pursue", "potential",
"objective", "capable", and similar expressions are intended to
identify forward-looking information. Although the Company believes
that the FLI is reasonable based on the information available today
and processes used to prepare it, such statements are not
guarantees of future performance and readers are cautioned against
placing undue reliance on FLI. By its nature, FLI involves a
variety of assumptions, which are based upon factors that may be
difficult to predict and that may involve known and unknown risks
and uncertainties and other factors which may cause actual results,
levels of activity, and achievements to differ materially from
those expressed or implied by these FLI, including, but not limited
to, the following: the timing and completion of the Transaction,
including receipt of shareholder/stockholder approvals and the
satisfaction of other conditions precedent; the realization of
anticipated benefits and synergies of the Transaction and the
timing and quantum thereof; the success of integration plans and
the time it takes to implement such integration plans; the focus of
management time and attention on the Transaction and other
disruptions arising from the Transaction; changes in business
strategy and strategic opportunities; estimated future dividends;
financial strength and flexibility; debt and equity market
conditions, including the ability to access capital markets on
favourable terms, or at all; cost of debt and equity capital;
potential changes in the Enerflex share price; the ability of
management of Enerflex, its subsidiaries, and affiliates to execute
key priorities, including those in connection with the Transaction;
the completion of refinancing transactions; general Canadian, U.S.,
and global social, economic, political, credit, and business
conditions; the availability and price of energy commodities; the
effects of competition and pricing pressures; North American and
global economic growth; industry capacity; shifts in market demand;
changes in commodity prices and commodity demand; inflation;
geopolitical instability; changes in laws, regulations, and
governmental policies; changes in taxes and tax rates; potential
increases in maintenance and operating costs; uncertainties of
investigations, proceedings or other types of claims and
litigation; compliance with environmental regulations; labour
disputes; changes in labour costs and labour difficulties; timing
of completion of capital and maintenance projects; sufficiency of
budgeted capital expenditures in carrying out business plans;
services and infrastructure; the satisfaction by third parties of
their obligations; currency and interest rate fluctuations;
exchange rates; effects of changes in market conditions and
discount rates on the financial position of pension plans and
investments; trade restrictions or other changes to international
trade arrangements; the effects of current and future multinational
trade agreements; climate change and the market and regulatory
responses to climate change; operational performance and
reliability; customer, shareholder, regulatory, and other
stakeholder approvals and support; regulatory and legislative
decisions and actions; public opinion; various events that could
disrupt operations, including severe weather, such as droughts,
floods, avalanches, and earthquakes, and cybersecurity attacks, as
well as security threats and governmental response to them, and
technological changes; acts of terrorism, war, or other acts of
violence or crime, or risk of such activities; insurance coverage
limitations; material adverse changes in economic and industry
conditions, including the availability of short- and long-term
financing; and the pandemic created by COVID-19 and the emergence
of various variants, and resulting effects on economic conditions,
the demand environment for logistics requirements and energy
prices, restrictions imposed by public health authorities or
governments, fiscal and monetary policy responses by governments
and financial institutions, and disruptions to global supply
chains.
Additional information about these and other
assumptions, risks, and uncertainties can be found in reports and
filings by Enerflex and Exterran with Canadian and U.S. securities
regulators, including any proxy statement, prospectus, material
change report, management information circular, or registration
statement filed in connection with the Transaction. Reference
should be made to the section entitled "Risk Factors" in the
prospectus of Enerflex filed with the U.S. Securities and Exchange
Commission on September 9, 2022, Enerflex's Annual Information Form
and Exterran's Form 10-K, each for the year ended December 31,
2021, and in Enerflex's Management's Discussion and Analysis and
Exterran's Form 10-Q, each for the three-month periods ended March
31, 2022 and June 30, 2022, available on SEDAR and EDGAR,
respectively, and Enerflex's Notice of Special Meeting and
Management Information Circular filed with SEDAR and EDGAR on
September 9, 2022. Due to the interdependencies and correlation of
these factors, as well as other factors, the impact of any one
assumption, risk or uncertainty on FLI cannot be determined with
certainty.
The FLI contained in this news release speak
only as of the date of this news release. Enerflex undertakes no
obligation to update or revise any forward-looking statements,
except as may be required by law.
ABOUT ENERFLEX
Enerflex is a single-source supplier of natural
gas compression, oil and gas processing, refrigeration systems, and
electric power generation equipment, including related in-house
engineering and mechanical services expertise. The Company's broad
in-house resources provide the capability to engineer, design,
manufacture, construct, commission, service, and operate
hydrocarbon handling systems. Enerflex's expertise encompasses
field production facilities, compression and natural gas processing
plants, gas lift compression, refrigeration systems, and electrical
power solutions serving the natural gas production industry.
Headquartered in Calgary, Alberta, Canada,
Enerflex has approximately 2,100 employees worldwide. Enerflex, its
subsidiaries, interests in associates, and joint operations operate
in Canada, the USA, Argentina, Bolivia, Brazil, Colombia, Mexico,
the United Kingdom, Bahrain, Kuwait, Oman, the United Arab
Emirates, Australia, New Zealand, Indonesia, Malaysia, and
Thailand. Enerflex operates three business segments: USA, Rest of
World, and Canada. Enerflex's common shares trade on the Toronto
Stock Exchange under the symbol "EFX". For more information about
Enerflex, visit www.enerflex.com.
For investor and media enquiries, contact:
Marc
Rossiter |
Sanjay
Bishnoi |
Stefan
Ali |
President &Chief Executive
Officer |
Senior Vice President
&Chief Financial Officer |
Vice President,Strategy &
Investor Relations |
Tel: (403) 387-6325 |
Tel: (403) 236-6857 |
Tel: (403) 717-4953 |
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