FILED BY ENERFLEX LTD.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
AND DEEMED FILED PURSUANT TO RULE 14a-12
under the Securities and Exchange Act of 1934, as amended
SUBJECT COMPANY: EXTERRAN CORPORATION
COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON
FORM F-4 FILED BY ENERFLEX LTD.: 333-263714
For immediate release
Enerflex Announces
Public Credit Rating and Provides Update on Acquisition of Exterran
CALGARY, ALBERTA March 21, 2022 Enerflex Ltd.
(TSX:EFX) (Enerflex or the Company or we or our), a leading supplier of products and services to the global energy industry, announced today that S&P Global Ratings (S&P) and Fitch
Ratings Ltd. (Fitch) have each provided an initial credit rating for the pro forma combination of Enerflex and Exterran Corporation (Exterran). S&Ps initial corporate credit rating is
BB- with a stable outlook and Fitchs initial long-term issuer rating is BB- with a stable outlook. The ratings will be used to support our previously announced
high yield debt offering that we intend to pursue.
On January 24, 2022, Enerflex and Exterran announced an intention to combine in
an all-share transaction, creating a premier integrated global provider of energy infrastructure (the Transaction). Upon closing, Enerflex will acquire all of the outstanding common stock of
Exterran on the basis of 1.021 Enerflex common shares for each outstanding share of common stock of Exterran, resulting in approximately 124 million Enerflex common shares outstanding, representing an implied combined enterprise value of
approximately US$1.5 billion. The transaction value for Exterran is approximately US$735 million, which represents an 18% premium to Exterrans enterprise value as of January 21, 2022, the last trading day before the Transaction
was announced. The combined company will operate as Enerflex and will remain headquartered in Calgary, Alberta, Canada. Enerflex will continue to trade on the Toronto Stock Exchange (TSX) under the symbol EFX and intends to
apply to either the New York Stock Exchange or the NASDAQ exchange for the listing of Enerflex common shares to be effective upon Transaction close.
The Transaction combines highly complementary product lines, geographies, and asset bases, which are expected to materially enhance scale and
utilization and provide operating efficiencies for the combined companys customers.
Transaction and Financing Update
The Company continues to progress all matters that need to be addressed to close the Transaction, including the filing of necessary regulatory
approvals. Enerflex expects to file, during the second quarter of 2022, an information circular (the Circular) with respect to the shareholder approvals that are required for the Transaction. The Circular will contain a detailed
description of the Transaction and will be available under our electronic profile on SEDAR at www.sedar.com as well as Enerflexs website. All Enerflex shareholders are urged to read the Circular once available as it will contain
important information concerning the Transaction.
Enerflex recently completed the syndication of a new senior secured revolving credit
facility for a 3-year term subject to annual extension. RBC Capital Markets, TD Securities, and The Bank of Nova Scotia served as Joint Bookrunners and Co-Lead Arrangers
for the facility which was significantly oversubscribed. With the support of the lenders, Enerflex elected to upsize the facility size from US$600 million to US$700 million to provide enhanced liquidity. The new credit facility is in
addition to the fully committed US$925 million 5-year bridge loan facility entered into between Enerflex and Royal Bank of Canada as previously announced. The bridge loan will provide financing to
backstop an anticipated issuance of new high yield debt securities prior to closing of the Transaction. The committed financing is sufficient to fully repay the existing Enerflex and Exterran notes as well as amounts outstanding under the existing
revolving credit facilities and supports putting in place a new capital structure, provides for capital expenditures and other ordinary course capital needs, and provides significant liquidity for the pro forma business.
About Enerflex
Enerflex is a
single-source supplier of natural gas compression, oil and gas processing, refrigeration systems, energy transition solutions, and electric power generation equipment plus related in-house engineering
and mechanical services expertise. The Companys broad in-house resources provide the capability to engineer, design, manufacture, construct, commission, service, and operate hydrocarbon handling systems.
Enerflexs expertise encompasses field production facilities, compression and natural gas processing plants, gas lift compression, refrigeration systems, energy transition solutions, and electric power solutions serving the natural gas
production industry.
Headquartered in Calgary, Canada, Enerflex has approximately 2,000 employees worldwide. Enerflex, its subsidiaries,
interests in associates, and joint operations operate in Canada, the United States of America (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. Enerflexs shares trade on the Toronto Stock Exchange under the symbol EFX. For more information about Enerflex,
go to www.enerflex.com.