Enerflex and Exterran announce $933 million all-share merger to forge a global energy infrastructure leader

On January 24, 2022, Enerflex Ltd. and Exterran Corporation announced a merger valued at approximately $933.45 million (US$735 million), aimed at forming a top global energy infrastructure provider. The all-share deal, with an exchange ratio of 1.021 Enerflex shares for each Exterran share, resulted in a combined enterprise value of about $1.9 billion (US$1.5 billion).

Expected to close in the second or third quarter of 2022, the transaction would give Enerflex shareholders roughly 72.5% and Exterran shareholders 27.5% of the merged entity’s shares. Operating under the Enerflex name, the company planned to maintain its headquarters in Calgary, Alberta, and anticipated listing its shares on either the NYSE or NASDAQ.

The merger was set to significantly boost the combined entity’s scale, efficiency, and geographic spread, targeting revenues of 25-35% from North America, the Middle East, and Latin America. It was expected to double Enerflex's adjusted EBITDA and substantially increase per-share earnings and cash flow, including at least $51 million (US$40 million) in annual synergies within 18 months.

Financing included a $762 million (US$600 million) revolving credit and a $1.2 billion (US$925) million bridge loan from Royal Bank of Canada. The deal received unanimous board approval from both companies, with major Exterran stakeholders backing the transaction.

RBC Capital Markets served as financial advisor to Enerflex, with Norton Rose Fulbright and Davies Ward Phillips & Vineberg as legal advisors. Exterran was advised by Wells Fargo Securities, with King & Spalding and McCarthy Tétrault providing legal counsel.

Merger & Acquisition
Energy
$ 933,450,000
Closed
13 October 2022