Enerflex, Exterran announce merger
Canada’s Enerflex and US-based Exterran said January 24 they will combine in an all-share transaction to create an integrated global provider of energy infrastructure.
Enerflex shareholders will acquire all of the outstanding common shares of Exterran on the basis of 1.021 Enerflex shares for each Exterran share, resulting in Enerflex shareholders holding a 72.5% interest in the combined company and Exterran shareholders a 27.5% interest. The combined company will have an enterprise value estimated at about US$1.5bn.
The combined entity will operate as Enerflex, will be headquartered in Calgary and will continue to trade on the Toronto Stock Exchange. It also intends to apply to trade on either the New York or NASDAQ exchange.
“This is an exciting day in the history of our companies,” said Enerflex CEO Marc Rossiter, who will continue in that role. “Enerflex and Exterran each have a long history of global expertise in the delivery of modular energy solutions. Together, we are more efficient and better positioned in global capital markets.”
The combination is expected to approximately double adjusted EBITDA and be over 50% accretive to cash flow per share and approximately 50% accretive to earnings per share (subject to purchase price allocation to be determined upon closing), for Enerflex shareholders.
The transaction value for Exterran is approximately US$735mn, which represents an 18% premium to Exterran’s enterprise value as of January 21, 2022.
In conjunction with the transaction, Enerflex has entered into a binding agreement with the Royal Bank of Canada to provide Enerflex with fully committed financing consisting of a US$600mn three-year revolving credit facility and a US$925mn five-year bridge loan facility.