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

Rhea-AI Summary

Enerflex (TSX: EFX / NYSE: EFXT) priced a private offering of $400 million 6.875% senior unsecured notes due 2031, issued at par and guaranteed by the company and certain subsidiaries. The offering is expected to close on December 11, 2025, subject to customary closing conditions.

Net proceeds, together with borrowings under the secured revolving credit facility, are planned to be used to redeem in full Enerflex’s outstanding 9.000% senior secured notes due 2027 at a conditional redemption price of 102.25%, plus accrued interest. The notes are being sold under Rule 144A and Regulation S and are not registered under the Securities Act.

Positive

• $400 million debt raised via 6.875% notes due 2031
• Proceeds intended to redeem higher-coupon 9.000% 2027 notes
• Expected transaction close on December 11, 2025

Negative

• Redemption of 2027 notes at 102.25% incurs premium cash outflow
• New unsecured notes carry a 6.875% coupon expense
• Notes are unregistered (Rule 144A/Reg S), limiting public liquidity

News Market Reaction

-0.21%

1 alert

-0.21% News Effect

-$4M Valuation Impact

$1.70B Market Cap

0.5x Rel. Volume

On the day this news was published, EFXT declined 0.21%, reflecting a mild negative market reaction. This price movement removed approximately $4M from the company's valuation, bringing the market cap to $1.70B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Notes offering size: $400 million Coupon rate: 6.875% Maturity year: 2031 +5 more

8 metrics

Notes offering size $400 million Aggregate principal amount of 2031 senior notes

Coupon rate 6.875% Interest rate on senior notes due 2031

Maturity year 2031 Maturity of new senior unsecured notes

Existing notes coupon 9.000% Coupon on senior secured notes due 2027 to be redeemed

Redemption price 102.25% Of principal amount for 2027 notes redemption

Expected closing date December 11, 2025 Planned closing of the 2031 notes offering and redemption

Rule 144A Rule 144A U.S. securities law exemption used for offering

Regulation S Regulation S Exemption used for non-U.S. investors

Market Reality Check

Price: $16.46 Vol: Volume 329,141 is below t...

low vol

$16.46 Last Close

Volume Volume 329,141 is below the 20-day average of 557,788 ahead of the notes refinancing. low

Technical Trading above its 200-day MA of 9.27 with a prior close of 15.88, near its 52-week high of 15.655.

Peers on Argus

EFXT was up 2.56% with several equipment & services peers also higher: MRC +10.5...

EFXT was up 2.56% with several equipment & services peers also higher: MRC +10.59%, FLOC +2.6%, XPRO +1.39%, INVX +1.14%, while WTTR slipped 1.56%, suggesting broadly constructive sector sentiment.

Historical Context

5 past events · Latest: Dec 01 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	Debt offering pricing	Neutral	-0.2%	Priced $400M 6.875% senior unsecured notes due 2031 for refinancing.
Dec 01	Debt offering launch	Neutral	-0.2%	Announced commencement of $400M senior unsecured notes due 2031.
Nov 24	Board appointment	Positive	+1.4%	Named Céline Gerson as new independent director to strengthen board.
Nov 06	Earnings and dividend	Positive	+5.7%	Reported strong Q3 results and raised quarterly dividend by 13%.
Oct 06	Earnings timing	Neutral	+1.3%	Announced timing and details for upcoming Q3 2025 results release.

Pattern Detected

Recent company news, including strong Q3 results and board changes, generally aligned with positive or modest market reactions, while financing announcements saw minimal impact.

Recent Company History

This announcement continues Enerflex’s recent focus on capital structure and corporate development. On Nov 6, 2025, the company reported Q3 2025 revenue of $777M with record adjusted EBITDA of $145M and raised its dividend, which coincided with a 5.69% gain. A new independent director was added on Nov 24, 2025, with shares up 1.4%. Earlier on Dec 1, 2025, the initial notes offering announcement and this pricing update each saw a modest -0.21% reaction, indicating largely neutral reception to the refinancing.

Market Pulse Summary

This announcement details the pricing of $400 million of 6.875% senior unsecured notes due 2031, wit...

Analysis

This announcement details the pricing of $400 million of 6.875% senior unsecured notes due 2031, with proceeds and credit-facility borrowings intended to redeem existing 9.000% notes due 2027 at 102.25%. This fits into Enerflex’s broader capital-structure activity seen in recent filings. Investors may focus on completion of the transaction around December 11, 2025, subsequent leverage metrics, and how interest costs compare with prior periods.

Key Terms

senior notes, senior unsecured, secured revolving credit facility, Rule 144A, +3 more

7 terms

senior notes financial

"has priced its previously announced private offering ... of $400 million in aggregate principal amount of 6.875% senior notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

senior unsecured financial

"6.875% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will be issued at par and will be guaranteed on a senior unsecured basis"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

secured revolving credit facility financial

"net proceeds from the proposed Offering, together with borrowings under the Company’s secured revolving credit facility, will be used to redeem"

A secured revolving credit facility is a line of borrowing that a company can draw, repay and redraw up to an agreed limit, similar to a business credit card, with the loan backed by specific assets as collateral. It matters to investors because it provides flexible short-term cash when needed and affects a company’s financial strength and risk: having a secured revolver can lower borrowing costs but gives lenders claims on pledged assets if the company can’t repay.

Rule 144A regulatory

"offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

forward-looking information regulatory

"This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

AI-generated analysis. Not financial advice.

CALGARY, Alberta, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced that Enerflex Inc., a wholly owned subsidiary of Enerflex (the “Issuer”), has priced its previously announced private offering (the “Offering”) of $400 million in aggregate principal amount of 6.875% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will be issued at par and will be guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. The offering of the 2031 Notes is expected to close on December 11, 2025, subject to customary closing 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 are being 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 Issuer will complete the Offering and the timing associated therewith; 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.

FLI reflect Management's current beliefs and assumptions with respect to such things as the impact of general economic conditions; commodity prices; the markets in which Enerflex's products and services are used; general industry conditions, forecasts, and trends; changes to, and introduction of new, governmental regulations, laws, and income taxes; increased competition; availability of qualified personnel; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. More specifically, Enerflex’s expectations in respect of its FLI are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to: (i) satisfaction of all customary closing conditions consistent with expectations; (ii) the Issuer can move the net proceeds received from the offering to Enerflex consistent with expectations; and (iii) that net proceeds, consistent with expectations, will be received by Enerflex to facilitate and assist with the redemption of the 2027 Notes within the time period contemplated.

As a result of the foregoing, actual results, performance, or achievements of Enerflex could differ and such differences could be material from those expressed in, or implied by, the FLI. The principal risks, uncertainties and other factors affecting Enerflex and its business are identified under the heading "Risk Factors" in: (i) Enerflex's Annual Information Form for the year ended December 31, 2024, dated February 27, 2025; and (ii) Enerflex's Annual Report dated February 26, 2025, as well as in the Company’s MD&A as at September 30, 2025 and in other filings with Canadian securities regulators and the SEC, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively. Other unpredictable or unknown factors not discussed in this news release could have material adverse effects on the actual results, performance, or achievements of Enerflex expressed in, or implied by, the FLI.

The FLI included in this news release are made as of the date of this news release and are based on the information available to the Company at such time and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

For investor and media enquiries, contact:

Paul Mahoney
President and Chief Executive Officer
E-mail: PMahoney@enerflex.com

Preet S. Dhindsa
Senior Vice President and Chief Financial Officer
E-mail: PDhindsa@enerflex.com

Jeff Fetterly
Vice President, Corporate Development and Capital Markets
E-mail: JFetterly@enerflex.com

FAQ

What did Enerflex (EFXT) announce on December 1, 2025 about debt financing?

Enerflex priced a private offering of $400M 6.875% senior unsecured notes due 2031, expected to close on Dec 11, 2025.

How will Enerflex use proceeds from the $400M 2031 notes (EFXT)?

Net proceeds, together with borrowings under the secured revolving credit facility, are to be used to redeem in full the 9.000% senior secured notes due 2027.

What is the redemption price and date for Enerflex's 2027 notes (EFXT)?

Enerflex issued a conditional notice to redeem the 2027 notes on Dec 11, 2025 at a redemption price of 102.25% plus accrued and unpaid interest.

What are the key terms of the new Enerflex (EFXT) 2031 notes?

The notes are 6.875% senior unsecured notes due 2031, issued at par and guaranteed by the company and certain subsidiaries.

Are the Enerflex 2031 notes (EFXT) registered for public resale?

No; the notes and guarantees are offered in a private placement under Rule 144A and Regulation S and are not registered under the Securities Act.