الإحصائيات الأساسية
| CIK | 1904856 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Enerflex Ltd.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 7, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Joe Ladouceur, Chief Financial Officer (Interim) of Enerflex Ltd. |
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| August 7, 2025 |
August 6, 2025 Management’s Discussion and Analysis Management's Discussion and Analysis ("MD&A") for Enerflex Ltd. |
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| August 7, 2025 |
Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position (unaudited) ($ United States millions) Notes June 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 71 $ 92 Short-term investments 3 - Accounts receivable 2a 417 398 Unbilled revenue 2b 174 157 Energy infrastructure (“EI”) assets - finance leases receivable |
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| August 7, 2025 |
ENERFLEX LTD. ANNOUNCES SECOND QUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS RECORD ADJUSTED EBITDA OF $130 MILLION ENGINEERED SYSTEMS BACKLOG STEADY AT $1.2 billion; eNERGY iNFRASTRUCTURE CONTRACT BACKLOG REMAINS STRONG AT $1.5 BILLION Capital expenditures for 2025 targeted at approximately $120 million, including approximately $60 million for growth opportunities $18 MILLION RETURNED TO SHAREHO |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| August 7, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet S. Dhindsa, President and Chief Executive Officer (Interim) of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2025. 2. No misrepresentations: Based on my knowl |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ENERFLEX LTD. (Exact name of registrant as specified in its charter) Canada (Federal Level) 001-41531 98-0457703 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Ca |
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| May 8, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet S. Dhindsa, President and Chief Executive Officer (Interim) of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended March 31, 2025. 2. No misrepresentations: Based on my know |
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| May 8, 2025 |
Accumulated other comprehensive losses Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position (unaudited) ($ United States millions) Notes March 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 75 $ 92 Short-term investments 5 - Accounts receivable 2a 378 398 Unbilled revenue 2b 163 157 Inventories 269 258 Work-in-progress related to finance leases |
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| May 8, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Joe Ladouceur, Chief Financial Officer (Interim) of Enerflex Ltd. |
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| May 8, 2025 |
Enerflex Ltd. Conflict Minerals Report Enerflex Ltd. Conflict Minerals Report Company and Product Overview The Company Enerflex deploys and services high-quality sustainable energy infrastructure. The Company's comprehensive portfolio includes compression, processing, cryogenic, and treated water solutions, spanning all phases of a project's lifecycle, from front-end engineering and design to after-market services. Enerflex is optimall |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| May 8, 2025 |
May 7, 2025 Management’s Discussion and Analysis Management's Discussion and Analysis ("MD&A") for Enerflex Ltd. |
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| May 8, 2025 |
EX-99.1 2 efxt-ex991.htm PRESS RELEASE ENERFLEX LTD. ANNOUNCES FIRST QUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS ADJUSTED EBITDA OF $113 MILLION AND FREE CASH FLOW OF $85 million EI CONTRACT BACKLOG AND ES BACKLOG OF $1.5 billion AND $1.2 Billion, RESPECTIVELY, PROVIDING SOLID OPERATIONAL VISIBILITY REDUCED BANK ADJUSTED NET DEBT-TO-EBITDA RATIO TO 1.3x1 AT THE END OF Q1/25 NEWS RELEASE CALGARY |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 28, 2025 |
6-K 1 enerflex6-k2025ncibl.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| February 27, 2025 |
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER EXHIBIT 99.4 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER I, Marc E. Rossiter, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number: 001-41531 Enerflex Ltd. (Exact name of Registrant as |
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| February 27, 2025 |
CERTIFICATION OF THE FINANCIAL OFFICER EXHIBIT 99.5 CERTIFICATION OF THE FINANCIAL OFFICER I, Preet S. Dhindsa, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| February 27, 2025 |
ENERFLEX LTD. ANNUAL INFORMATION FORM For the year ended December 31, 2024 Dated February 27, 2025 Table of Contents Exhibit 99.1 Table of Contents ENERFLEX LTD. ANNUAL INFORMATION FORM For the year ended December 31, 2024 Dated February 27, 2025 Table of Contents Enerflex Ltd. Annual Information Form For the Year Ended December 31, 2024 TABLE OF CONTENTS ABOUT ENERFLEX 2 Industry Specific Risks 34 CORPORATE STRUCTURE 2 Enerflex Specific Risks 40 Name, Address, and Incorporation 2 DESCRIPTION O |
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| February 27, 2025 |
EXHIBIT 99.7 PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Preet S. Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex Ltd., hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1) the A |
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| February 27, 2025 |
ENERFLEX LTD. ANNOUNCES FOURTH QUARTER 2024 FINANCIAL AND OPERATIONAL RESULTS adjusted ebitda of $121 MILLION AND free cash flow of $76 million1 EI CONTRACT BACKLOG AND ES BACKLOG OF $1.5 BILLION AND $1.3 BILLION, RESPECTIVELY, PROVIDING STRONG OPERATIONAL VISIBILITY REDUCED BANK ADJUSTED NET DEBT-TO-EBITDA RATIO2 TO 1.5X TIMES AT YEAR-END NEWS RELEASE CALGARY, Alberta, February 27, 2025 – Enerfle |
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| February 27, 2025 |
Incentive Compensation Recovery Policy Incentive Compensation Recovery Policy Purpose The Board of Directors (the Board) of Enerflex Ltd. |
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| February 27, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 99.8 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our Firm under the caption “Interests of Experts”, and to the incorporation by reference in Registration Statement Form S-8 no. 333-268146 pertaining to the Amended and Restated 2013 Stock Option Plan of Enerflex Ltd. (the “Company”) and the use herein of our reports dated February 26, 2025, with r |
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| February 27, 2025 |
EXHIBIT 99.6 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1) the Annual Report on For |
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| February 27, 2025 |
Report of Independent Registered Public Accounting Firm Management’s Responsibility for Financial Position To the Shareholders of Enerflex Ltd. |
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| February 27, 2025 |
BUSINESS CODE OF CONDUCT Business Code of Conduct BUSINESS CODE OF CONDUCT Table of Contents INTRODUCTION . |
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| February 27, 2025 |
February 26, 2025 Management’s Discussion and Analysis Management's Discussion and Analysis ("MD&A") for Enerflex Ltd. |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of Registrant as Specified in Its Charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| January 14, 2025 |
ENERFLEX LTD. PROVIDES PRELIMINARY OUTLOOK FOR 2025 AND CONFIRMS TIMING OF FOURTH QUARTER RELEASE Exhibit 99.1 ENERFLEX LTD. PROVIDES PRELIMINARY OUTLOOK FOR 2025 AND CONFIRMS TIMING OF FOURTH QUARTER RELEASE NEWS RELEASE CALGARY, Alberta, January 13, 2025 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) is pleased to provide its preliminary outlook for 2025. All amounts presented are in U.S. Dollars (“USD”) unless otherwise stated. Outlook During 2025, Enerflex’s prioriti |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2025 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| December 18, 2024 |
ENERFLEX LTD. ANNOUNCES RETIREMENT OF DIRECTORS Exhibit 99.1 ENERFLEX LTD. ANNOUNCES RETIREMENT OF DIRECTORS NEWS RELEASE CALGARY, Alberta, December 17, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced the upcoming retirement of W. Byron Dunn and Michael A. Weill from its Board of Directors, effective January 1, 2025, pursuant to the term limits set in the Company’s Board Retirement Policy. Kevin Reinha |
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| November 29, 2024 |
ENERFLEX LTD. PROVIDES UPDATE RELATED TO KURDISTAN PROJECT Exhibit 99.1 ENERFLEX LTD. PROVIDES UPDATE RELATED TO KURDISTAN PROJECT NEWS RELEASE CALGARY, Alberta, November 27, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today provided an update of a modularized cryogenic natural gas processing facility in Kurdistan (the “EH Cryo project”). As previously announced, during the second quarter of 2024, Enerflex suspended activity |
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| November 29, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Ad |
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| November 26, 2024 |
ENERFLEX LTD. ANNOUNCES THE APPOINTMENT OF A NEW INDEPENDENT DIRECTOR EX-99.1 2 d881664dex991.htm EX-99.1 Exhibit 99.1 ENERFLEX LTD. ANNOUNCES THE APPOINTMENT OF A NEW INDEPENDENT DIRECTOR NEWS RELEASE CALGARY, Alberta, November 25, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) announced the appointment of Mr. Ben Cherniavsky to its Board of Directors (the “Board”), effective today. “We are pleased to welcome Ben to our Board, continuing |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| November 14, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet S. Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentation |
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| November 14, 2024 |
Interim Condensed Consolidated Financial Statements Exhibit 99.2 Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position (unaudited) ($ United States millions) September 30, 2024 December 31, 2023 January 1, 20231 Assets Current assets Cash and cash equivalents $ 95 $ 95 $ 187 Short-term investments - 11 - Accounts receivable 450 398 337 Unbilled revenue2 (Note 2) 150 174 138 Inventor |
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| November 14, 2024 |
Exhibit 99.1 ENERFLEX LTD. REPORTS THIRD QUARTER 2024 FINANCIAL AND OPERATIONAL RESULTS AND A 50% DIVIDEND INCREASE ADJUSTED EBITDA OF $120 MILLION AND FREE CASH FLOW OF $78 MILLION ES AND EI BACKLOG STABLE AT $1.3 BILLION AND $1.6 BILLION, RESPECTIVELY, PROVIDING STRONG OPERATIONAL VISIBILITY BANK-ADJUSTED NET DEBT-TO-EBITDA RATIO OF 1.9X AT THE END OF Q3/24, WITHIN THE COMPANY’S TARGET RANGE OF |
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| November 14, 2024 |
EFXT / Enerflex Ltd. / CHAI TRUST CO LLC Passive Investment SC 13G/A 1 sayw2411140213ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Enerflex Ltd. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 29269R105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| November 14, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentations: Based on my |
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| November 14, 2024 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 POWER OF ATTORNEY KNOW ALL PERSONS that Royal Bank of Canada (“RBC”), a Canadian chartered bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as amended, by these presents makes, constitutes and appoints each of Sherry Coulter, Terry Fallon, Lori Messer and Thomas Murphy, acting individually, its true and lawful attorney- |
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| November 14, 2024 |
EFXT / Enerflex Ltd. / ROYAL BANK OF CANADA Passive Investment SC 13G 1 d1113241sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* ENERFLEX LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 29269R105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| November 14, 2024 |
Exhibit 99.3 November 13, 2024 Management’s Discussion and Analysis Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three and nine months ended September 30, 2024 and 2023, the Company’s 2023 Annual Report, the Annua |
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| November 12, 2024 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit to such filing(s). |
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| November 12, 2024 |
Exhibit 2 POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement, Form 13F, Form N-PX and Form SHO Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so, and hereby constitutes and appoints Kevin Brown, Vice President, Asset Management Compliance of the Bank of Nova Scotia, and Mary Ingarao, Vice Pr |
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| October 10, 2024 |
EFXT / Enerflex Ltd. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment SC 13G/A 1 efxta3101024.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Enerflex Ltd. (Name of Issuer) Common Shares (Title of Class of Securities) 29269R105 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| October 10, 2024 |
EFXT / Enerflex Ltd. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Enerflex Ltd. (Name of Issuer) Common Shares (Title of Class of Securities) 29269R105 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| October 1, 2024 |
Exhibit 99.1 ENERFLEX LTD. ANNOUNCES PARTIAL REDEMPTION OF SENIOR SECURED NOTES, FURTHER DEBT REDUCTION AND TIMING OF THIRD QUARTER RESULTS ISSUES NOTICE TO REDEEM $62.5 MILLION OF ITS 9.00% SENIOR SECURED NOTES DUE 2027 NET DEBT BALANCE OF APPROXIMATELY $700 MILLION AT THE END OF Q3/24, REFLECTING GROSS DEBT REPAYMENT OF APPROXIMATELY $100 MILLION DURING THE THIRD QUARTER NEWS RELEASE CALGARY, Al |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addre |
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| September 4, 2024 |
ENERFLEX LTD. PROVIDES UPDATE RELATED TO KURDISTAN PROJECT Exhibit 99.1 ENERFLEX LTD. PROVIDES UPDATE RELATED TO KURDISTAN PROJECT NEWS RELEASE CALGARY, Alberta, August 20, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) ”) today provided an update of a modularized cryogenic natural gas processing facility in Kurdistan (the “EH Cryo project”). As previously announced, and in response to a drone attack on April 26, 2024, that res |
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| August 8, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet S. Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2024. 2. No misrepresentations: Ba |
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| August 8, 2024 |
Exhibit 99.3 August 7, 2024 Management’s Discussion and Analysis Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three and six months ended June 30, 2024 and 2023, the Company’s 2023 Annual Report, the Annual Informa |
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| August 8, 2024 |
Exhibit 99.1 ENERFLEX LTD. REPORTS SECOND QUARTER 2024 FINANCIAL AND OPERATIONAL RESULTS RECORD ADJUSTED EBITDA OF $122 MILLION ES AND EI BACKLOG STABLE AT $1.3 BILLION AND $1.6 BILLION, RESPECTIVELY, PROVIDING STRONG OPERATIONAL VISIBILITY BANK-ADJUSTED NET DEBT-TO-EBITDA RATIO OF 2.2X AT THE END OF Q2/24, ON TRACK TO REACH LEVERAGE FRAMEWORK TARGET OF 1.5X TO 2.0X FULL-YEAR 2024 CAPITAL SPENDING |
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| August 8, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2024. 2. No misrepresentations: Based on my knowl |
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| August 8, 2024 |
Interim Condensed Consolidated Financial Statements Exhibit 99.2 Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position (unaudited) ($ United States millions) June 30, 2024 December 31, 2023 January 1, 20231 Assets Current assets Cash and cash equivalents $ 126 $ 95 $ 187 Short-term investments - 11 - Accounts receivable 390 398 337 Unbilled revenue2 (Note 4) 195 174 138 Inventories (No |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| July 11, 2024 |
Exhibit 99.1 Execution Copy U.S.$800,000,000 REVOLVING CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT AMONG ENERFLEX LTD., ENERFLEX INC. and ENERFLEX AUSTRALASIA HOLDINGS PTY LTD. as Borrowers AND THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A ANNEXED HERETO and such other persons as become parties hereto as lenders as Lenders AND ROYAL BANK OF CANADA as Agent of the Lenders MADE AS OF JU |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| June 27, 2024 |
Exhibit 99.1 ENERFLEX LTD. ANNOUNCES EXTENSION AND CONSOLIDATION OF CREDIT FACILITIES, NEW TARGET LEVERAGE FRAMEWORK AND TIMING OF SECOND QUARTER RESULTS EXTENDING MATURITY OF REVOLVING CREDIT FACILITY TO OCTOBER 2026 AND INCREASING AVAILABILITY TO $800 MILLION; PROVIDES AMPLE LIQUIDITY TO SUPPORT GLOBAL BUSINESS ENERFLEX WILL BE REPAYING ITS EXISTING TERM LOAN, REFLECTING ON-GOING EFFORTS TO REDU |
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| May 9, 2024 |
Exhibit 99.3 May 7, 2024 Management’s Discussion and Analysis Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three months ended March 31, 2024 and 2023, the Company’s 2023 Annual Report, the Annual Information Form |
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| May 9, 2024 |
ENERFLEX LTD. ANNOUNCES VOTING RESULTS OF THE ANNUAL Exhibit 99.5 ENERFLEX LTD. ANNOUNCES VOTING RESULTS OF THE ANNUAL MEETING OF SHAREHOLDERS NEWS RELEASE CALGARY, Alberta, May 7, 2024 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”), announces that at its Annual Meeting of Shareholders (the “Meeting”) held virtually on May 7, 2024, Enerflex’s shareholders approved the election of all 10 nominee directors presented in the Compa |
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| May 9, 2024 |
Interim Condensed Consolidated Financial Statements Exhibit 99.2 Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position (unaudited) ($ United States millions) March 31, 2024 December 31, 2023 January 1, 20231 Assets Current assets Cash and cash equivalents $ 110 $ 95 $ 187 Short-term investments — 11 — Accounts receivable 407 398 337 Unbilled contract revenue2 176 174 138 Inventories (N |
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| May 9, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.7 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet S. Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended March 31, 2024. 2. No misrepresentations: B |
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| May 9, 2024 |
ENERFLEX LTD. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES OPERATIONAL UPDATE Exhibit 99.1 ENERFLEX LTD. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES OPERATIONAL UPDATE NEWS RELEASE CALGARY, Alberta, May 7, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended March 31, 2024. Effective January 1, 2024, the Company changed its presentation currency from Canadian |
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| May 9, 2024 |
Exhibit 99.4 ENERFLEX LTD. Report of Voting Results Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations The following matters were voted on at the annual meeting of shareholders of Enerflex Ltd. (Company) held on May 7, 2024 (the Meeting). The total number of common shares represented by shareholders present in person and by proxy at the Meeting was 94,073,40 |
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| May 9, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.6 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended March 31, 2024. 2. No misrepresentations: Based on my know |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| May 1, 2024 |
Exhibit 99.1 ENERFLEX PREVAILS IN APPEAL OF MEXICAN LABOR BOARD DECISION AND ANNOUNCES TIMING OF FIRST QUARTER RESULTS NEWS RELEASE CALGARY, Alberta, April 29, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today provided an update with regard to an ongoing legal proceeding in Mexico. The Tenth Circuit Collegiate Court on Labor Matters in Mexico (the “Court”) has publis |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| April 29, 2024 |
Enerflex Ltd. Conflict Minerals Report Exhibit 1.01 Enerflex Ltd. Conflict Minerals Report Company and Product Overview The Company Enerflex is a leading global energy services company with vast experience deploying and servicing high-quality, sustainable energy infrastructure tailored to client needs – from individual, modularized products and services to integrated custom solutions. Headquartered in Calgary, Alberta, Canada, Enerflex |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ENERFLEX LTD. (Exact name of registrant as specified in its charter) Canada (Federal Level) 001-41531 98-0457703 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Ca |
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| April 5, 2024 |
(This page intentionally left blank) EX-99.3 Exhibit 99.3 20 23 2023 Management Information Circular Dated March 15, 2024 Notice of Meeting of Shareholders May 7, 2024 INVITATION TO SHAREHOLDERS Dear Enerflex Shareholders, We invite you to attend Enerflex Ltd.’s Annual Meeting of Shareholders at 11:00 am (MDT) on May 7, 2024. Enerflex will be holding its meeting in a virtual-only format. Attending the virtual meeting will provide all |
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| April 5, 2024 |
Exhibit 99.4 Enerflex Ltd. Appointment of Proxyholder I/We, being holders of common shares of Enerflex Ltd. (the “Company”), hereby appoint: Marc Rossiter, or, failing him, Kevin J. Reinhart, or, failing him, Justin D. Pettigrew, OR Print the name of the person you are appointing if this person is someone other than the individuals listed above and see instruction 5 below. as proxy of the undersig |
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| April 5, 2024 |
ENERFLEX LTD. Mailing List Request Form Exhibit 99.5 ENERFLEX LTD. Mailing List Request Form TO: NON-REGISTERED SHAREHOLDERS OF ENERFLEX LTD. In accordance with securities regulations, shareholders may elect annually to receive interim financial statements and/or annual financial statements and related Management’s Discussion and Analysis (“MD&A”) by mail or electronic delivery, if they so request. If you are interested in receiving suc |
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| April 5, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addre |
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| April 5, 2024 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Exhibit 99.1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Enerflex Ltd. (“Enerflex” or the “Company”) will be held at 11:00 am (MDT) on Tuesday, May 7, 2024 (the “Meeting”), in a virtual format via live online webcast, at https://virtual-meetings.tsxtrust.com/1578. The purpose of the meeting is to: a) Receive the Annual Consolidated |
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| April 5, 2024 |
ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS Exhibit 99.2 ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS As permitted by Canadian securities regulators, Enerflex Ltd. (Enerflex, the Company, or our) is using the notice and access model for the delivery of meeting materials to its shareholders (Shareholders) in connection with the annual general meeting of the Shareholders of Enerflex (the Meeting). Unde |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 14, 2024 |
Exhibit 99.1 Enerflex Appoints Industry Veteran Tom Tyree to Board of Directors Seasoned Energy Executive Brings Extensive Strategic Leadership and Capital Markets Expertise CALGARY, Alberta – March 11, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) is pleased to announce the appointment of Thomas B. Tyree, Jr. to its Board of Directors (the “Board”), effective March 11 |
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| March 7, 2024 |
Annual Report 20 23In the ever-changing global energy market, we are building a better future. |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| February 29, 2024 |
Exhibit 99.2 Management’s Responsibility for Financial Position To the Shareholders of Enerflex Ltd. The accompanying consolidated financial statements and all information in the Annual Report have been prepared by Management and approved by the Board of Directors of the Company. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards |
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| February 29, 2024 |
EXHIBIT 99.7 PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Preet Dhindsa, Interim Chief Financial Officer of Enerflex Ltd., hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) the Annual Report on Form |
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| February 29, 2024 |
CERTIFICATION OF THE FINANCIAL OFFICER EXHIBIT 99.5 CERTIFICATION OF THE FINANCIAL OFFICER I, Preet Dhindsa, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislead |
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| February 29, 2024 |
Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS FEBRUARY 28, 2024 Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the audited consolidated financial statements (the “Financial Statements”) for the years ended December 31, 2023 and 2022, and the cautionary statements regarding forward-looking information in the “Forw |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission file number: 001-41531 Enerflex Ltd. (Exact name of Registrant as specified in its |
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| February 29, 2024 |
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER EXHIBIT 99.4 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER I, Marc E. Rossiter, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made |
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| February 29, 2024 |
Exhibit 99.9 BUSINESS CODE OF CONDUCT Business Code of Conduct BUSINESS CODE OF CONDUCT Table of Contents INTRODUCTION 2 Who Must Follow the Code 2 Which Laws Apply 2 Other Policies and Procedures 2 STANDARDS OF CONDUCT 2 Compliance 2 Conflicts of Interest 2 Outside Employment 3 Outside Directorships 3 Non-Profit and Professional Associations 4 Entertainment, Gifts and Favours 4 Corporate Property |
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| February 29, 2024 |
INCENTIVE COMPENSATION RECOVERY POLICY Exhibit 97 Incentive Compensation Recovery Policy INCENTIVE COMPENSATION RECOVERY POLICY PURPOSE The Board of Directors (the Board) of Enerflex Ltd. |
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| February 29, 2024 |
EXHIBIT 99.6 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) the Annual Report on Fo |
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| February 29, 2024 |
ENERFLEX LTD. ANNUAL INFORMATION FORM For the year ended December 31, 2023 Dated February 28, 2024 Exhibit 99.1 ENERFLEX LTD. ANNUAL INFORMATION FORM For the year ended December 31, 2023 Dated February 28, 2024 Enerflex Ltd. Annual Information Form For the Year Ended December 31, 2023 TABLE OF CONTENTS ABOUT ENERFLEX 2 CORPORATE STRUCTURE 2 Name, Address, and Incorporation 2 Inter-Company Relationships 2 GENERAL DEVELOPMENT OF THE BUSINESS 3 Three-year History 3 DESCRIPTION OF THE BUSINESS 6 En |
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| February 29, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.8 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our Firm under the caption “Interests of Experts”, and to the incorporation by reference in Registration Statement Form S-8 no. 333-268146 pertaining to the Amended and Restated 2013 Stock Option Plan of Enerflex Ltd. (the “Company”) and the use herein of our reports dated February 28, 2024, with r |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| February 28, 2024 |
Exhibit 99.1 ENERFLEX LTD. REPORTS FOURTH QUARTER 2023 FINANCIAL AND OPERATIONAL RESULTS ADJUSTED EBITDA OF $126 MILLION AND $185 MILLION OF FREE CASH FLOW ENGINEERED SYSTEMS BACKLOG OF $1.5 BILLION PROVIDES SOLID VISIBILITY FOR 2024 REPAID $167 MILLION OF DEBT AND REDUCED NET DEBT-TO-EBITDA RATIO1 TO 2.3 TIMES AT YEAR END NEWS RELEASE CALGARY, Alberta, February 28, 2024 – Enerflex Ltd. (TSX: EFX) |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| February 16, 2024 |
ENERFLEX LTD. APPOINTS PREET DHINDSA AS Exhibit 99.1 ENERFLEX LTD. APPOINTS PREET DHINDSA AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER NEWS RELEASE CALGARY, Alberta, February 15, 2024 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced the appointment of Mr. Preet Dhindsa as Senior Vice President and Chief Financial Officer (“CFO”), effective March 1, 2024. Mr. Dhindsa has served as the Company’ |
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| February 14, 2024 |
EFXT / Enerflex Ltd. / CHAI TRUST CO LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Enerflex Ltd. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 29269R105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 13, 2024 |
EFXT / Enerflex Ltd. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Enerflex Ltd. (Name of Issuer) Common Shares (Title of Class of Securities) 29269R105 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 12, 2024 |
EFXT / Enerflex Ltd. / 1832 Asset Management L.P. - FORM SC 13G Passive Investment SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ENERFLEX LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 29269R105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| January 16, 2024 |
Exhibit 99.1 ENERFLEX LTD. PROVIDES FULL-YEAR 2023 UPDATE AND PRELIMINARY OUTLOOK FOR 2024 REPAID APPROXIMATELY US$120 MILLION OF DEBT DURING Q4 2023 PRELIMINARY OUTLOOK FOR 2024 REFLECTS STRONG DEMAND ACROSS BUSINESS UNITS AND GEOGRAPHIC REGIONS DISCIPLINED CAPITAL PROGRAM IN 2024, PRIORITIZING DEBT REDUCTION AND LOWERING NET FINANCE COSTS NEWS RELEASE CALGARY, Alberta, January 16, 2024 – Enerfle |
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| December 26, 2023 |
EFXT / Enerflex Ltd. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Enerflex Ltd. (Name of Issuer) Common Shares (Title of Class of Securities) 29269R105 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule |
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| November 9, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EX-99.4 Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September 30, 2023. 2. No misrepresentations: B |
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| November 9, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS NOVEMBER 8, 2023 Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three and nine months ended September 30, 2023 and 2022, the Company’s 2022 Annual Report, the Annual |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| November 9, 2023 |
Exhibit 99.2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited) ($ Canadian thousands) September 30, 2023 December 31, 20221 Assets Current assets Cash and cash equivalents $ 163,429 $ 253,776 Short-term investments 10,652 - Accounts receivable 489,141 455,841 Contract assets 192,896 186,259 Inventories (Note 3) 417,079 3 |
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| November 9, 2023 |
Exhibit 99.1 ENERFLEX LTD. REPORTS THIRD QUARTER 2023 FINANCIAL AND OPERATIONAL RESULTS ADJUSTED EBITDA OF $122 MILLION AND $71 MILLION OF OPERATING CASH FLOW CONTINUED STRONG BOOKINGS AND RECORD ENGINEERED SYSTEMS BACKLOG OF $1.6 BILLION ON TRACK FOR NET DEBT-TO-EBITDA RATIO OF <2.5 TIMES BY END OF 2023 SUCCESSFULLY INTEGRATING EXTERRAN, CREATING A RESILIENT AND SUSTAINABLE BUSINESS NEWS RELEASE |
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| November 9, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Preet Dhindsa, Interim Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September 30, 2023. 2. No misrepresentations: Based on my knowle |
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| October 11, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Add |
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| October 11, 2023 |
FORM 51-102F3 MATERIAL CHANGE REPORT EX-99.1 Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT 1 Name and Address of Company: Enerflex Ltd. (“Enerflex”) 904 -1331 Macleod Trail S.E. Calgary, Alberta T2G 0K3 2 Date of Material Change: October 1, 2023. 3 News Release: A news release disclosing the material summarized in this material change report regarding the transition of the Chief Financial Officer of Enerflex was issued by Enerfle |
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| October 10, 2023 |
ENERFLEX LTD. APPOINTS PREET DHINDSA AS INTERIM CHIEF FINANCIAL OFFICER Exhibit 99.1 ENERFLEX LTD. APPOINTS PREET DHINDSA AS INTERIM CHIEF FINANCIAL OFFICER NEWS RELEASE CALGARY, Alberta, October 10, 2023 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced the appointment of Mr. Preet Dhindsa as Interim Chief Financial Officer (“CFO”), effective October 13, 2023. Enerflex has retained an executive search firm and will consider Mr. Dhi |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| October 2, 2023 |
ENERFLEX LTD. ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION Exhibit 99.1 ENERFLEX LTD. ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION NEWS RELEASE CALGARY, Alberta, October 1, 2023 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced that Rodney D. Gray has resigned from his role as Senior Vice President and Chief Financial Officer (“CFO”) to pursue other opportunities. Enerflex has initiated a search process to identify the |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| August 10, 2023 |
Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS AUGUST 9, 2023 The Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three and six months ended June 30, 2023 and 2022, the Company’s 2022 Annual Report, the Annual Inf |
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| August 10, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Based on my kn |
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| August 10, 2023 |
Exhibit 99.2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited) ($ Canadian thousands) June 30, 2023 December 31, 20221 Assets Current assets Cash and cash equivalents $ 174,179 $ 253,776 Accounts receivable 458,019 455,841 Contract assets 222,579 186,259 Inventories (Note 3) 408,542 369,298 Work-in-progress related to fi |
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| August 10, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Rodney D. Gray, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Base |
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| August 10, 2023 |
Exhibit 99.1 ENERFLEX LTD. REPORTS STRONG SECOND-QUARTER 2023 FINANCIAL AND OPERATIONAL RESULTS NEWS RELEASE CALGARY, Alberta, August 9, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three and six months ended June 30, 2023. All amounts are presented in Canadian dollars unless otherwise stated. “Enerflex’s so |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address |
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| June 29, 2023 |
EX-99.1 Exhibit 99.1 ENERFLEX LTD. ANNOUNCES APPOINTMENT OF MR. RODNEY D. GRAY AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TO STEWARD FINANCIAL STRATEGY AND DRIVE LONG-TERM SHAREHOLDER VALUE NEWS RELEASE CALGARY, Alberta, June 28, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) is pleased to announce the appointment of Mr. Rodney D. Gray as Senior Vice President |
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| June 29, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| May 31, 2023 |
Enerflex Ltd. Conflict Minerals Report EX-1.01 Exhibit 1.01 Enerflex Ltd. Conflict Minerals Report Company and Product Overview The Company On October 13, 2022, Enerflex acquired Exterran Corporation (“Exterran”), creating a premier integrated global provider of energy infrastructure and energy transition solutions. With enhanced scale and capabilities, Enerflex is optimally positioned to serve customers in key natural gas, energy tran |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ENERFLEX LTD. (Exact name of registrant as specified in its charter) Canada (Federal Level) 001-41531 98-0457703 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Ca |
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| May 4, 2023 |
ENERFLEX LTD. ANNOUNCES APPROVAL OF RESOLUTIONS AT ANNUAL MEETING OF SHAREHOLDERS Exhibit 99.5 ENERFLEX LTD. ANNOUNCES APPROVAL OF RESOLUTIONS AT ANNUAL MEETING OF SHAREHOLDERS NEWS RELEASE CALGARY, Alberta, May 2, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) is pleased to announce that its shareholders approved all resolutions at its Annual Meeting of Shareholders (the “Meeting”) held virtually on May 2, 2023. During the business proceedings of th |
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| May 4, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.6 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended March 31, 2023. 2. No misrepresentations: Based on my k |
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| May 4, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EX-99.7 Exhibit 99.7 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Matthew Lemieux, Interim Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended March 31, 2023. 2. No misrepresentations: Based on my |
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| May 4, 2023 |
EX-99.4 Exhibit 99.4 ENERFLEX LTD. Report of Voting Results Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations The following matters were voted on at the annual meeting of shareholders of Enerflex Ltd. (“Corporation”) held on May 2, 2023 (the “Meeting”). The total number of common shares represented by shareholders present in person and by proxy at the Meeti |
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| May 4, 2023 |
EX-99.1 Exhibit 99.1 ENERFLEX LTD. REPORTS STRONG FIRST-QUARTER 2023 FINANCIAL AND OPERATIONAL RESULTS, INCLUDING ENGINEERED SYSTEMS BOOKINGS OF $517 MILLION NEWS RELEASE CALGARY, Alberta, May 3, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended March 31, 2023. “Enerflex’s first-quarter results |
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| May 4, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS EX-99.3 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS MAY 3, 2023 The Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three months ended March 31, 2023 and 2022, the Company’s 2022 Annual Report, the Annual Infor |
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| May 4, 2023 |
EX-99.2 Exhibit 99.2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited) ($ Canadian thousands) March 31, 2023 December 31, 20221 Assets Current assets Cash and cash equivalents $ 262,444 $ 253,776 Accounts receivable 451,556 455,841 Contract assets 183,101 186,259 Inventories (Note 3) 386,822 369,298 Work-in-progress rela |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address of |
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| April 3, 2023 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS EX-99.2 Exhibit 99.2 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Enerflex Ltd. (“Enerflex” or the “Company”) will be held at 2:30 pm (MDT) on Tuesday, May 2, 2023 (the “Meeting”), in a virtual format via live online webcast, at https://web.lumiagm.com/296585913. The purpose of the meeting is to: a) Receive the Annual Consolidated F |
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| April 3, 2023 |
ENERFLEX LTD. Mailing List Request Form EX-99.5 Exhibit 99.5 ENERFLEX LTD. Mailing List Request Form TO: NON-REGISTERED SHAREHOLDERS OF ENERFLEX LTD. In accordance with securities regulations, shareholders may elect annually to receive interim financial statements and/or annual financial statements and related Management’s Discussion and Analysis (“MD&A”) by mail or electronic delivery, if they so request. If you are interested in recei |
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| April 3, 2023 |
Exhibit 99.4 ENERFLEX TSX TRUST Enerflex Ltd. Appointment of Proxyholder I/We, being holders of common shares of Enerflex Ltd. (the “Company”), hereby appoint: Marc E. Rossiter, or, failing him, Kevin J. Reinhart, or, failing him, Justin D. Pettigrew, OR Print the name of the person you are appointing if this person is someone other than the individuals listed above and see instruction 5 below. as |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| April 3, 2023 |
ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS Exhibit 99.1 ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS NOTICE AND ACCESS As permitted by Canadian securities regulators, Enerflex Ltd. (Enerflex or the Company) is using the notice and access model for the delivery of meeting materials to its shareholders (Shareholders) in connection with the annual general meeting of the Shareholders (the Meeting). Unde |
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| April 3, 2023 |
At Enerflex, We Are Transforming Energy for a Sustainable Future Exhibit 99.3 INVITATION TO SHAREHOLDERS Dear Enerflex Shareholders, We invite you to attend Enerflex Ltd.’s Annual Meeting of Shareholders at 2:30 pm (MDT) on May 2, 2023. Enerflex will be holding its meeting in a virtual-only format. Attending the virtual meeting will provide all registered shareholders and duly appointed proxyholders, regardless of geographic location and number of common shares |
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| March 20, 2023 |
Enerflex Ltd. Announces Succession PLAN for Enerflex Ltd. Announces Succession PLAN for Chief Financial Officer NEWS RELEASE CALGARY, Alberta, March 19, 2023 - Enerflex Ltd. (TSX:EFX) (NYSE:EFXT) ("Enerflex" or the "Company") today announced that Sanjay Bishnoi, Senior Vice President and Chief Financial Officer, will relinquish his position effective April 10, 2023, to pursue another opportunity. Matthew Lemieux, Enerflex's Vice President, |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 8, 2023 |
22 TRANSFORMING ENERGY FOR A SUSTAINABLE FUTURE A N N U A L R E P O R T 22 TRANSFORMING ENERGY FOR A SUSTAINABLE FUTURE A N N U A L R E P O R T ENERFLEX2 ENERFLEXANNU ALANNUREPORAL REPORT 2022T 2022 LOREM ISPUM Enerflex is in a position of unparalleled strength following the transformational acquisition of Exterran in 2022. |
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| March 2, 2023 |
FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE Reporting Issuer Name: End date of previous financial year: Type of Reporting Issuer: □ Class 3B reporting issuer Highest Trading Marketplace: 1st Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) Closing price of the security in the class or series on the l |
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| March 2, 2023 |
Chief Executive Officer certification required by Rule 13a-14(b). EXHIBIT 99.6 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) the Annual Report on Fo |
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| March 2, 2023 |
Management’s Discussion and Analysis for the fiscal year ended December 31, 2022. EX-99.3 FOR THE YEAR ENDED DECEMBER 31, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS March 1, 2023 The Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or “the Company”) should be read in conjunction with the audited consolidated financial statements (the “Financial Statements”) for the years ended December 31, 2022 and 2021, and the cautionary statements regarding forward- |
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| March 2, 2023 |
Enerflex Ltd. Reports Solid Year-end 2022 Results and Successfully Closes Acquisition of Exterran Corporation, Creating Significant Momentum for 2023 NEWS RELEASE CALGARY, Alberta, March 1, 2023 - Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) ("Enerflex" or the "Company"), a premier integrated global provider of energy infrastructure and energy transition solutions, today reported its financial and operat |
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| March 2, 2023 |
Chief Financial Officer certification required by Rule 13a-14(b). EX-99.7 8 d453678dex997.htm EX-99.7 EXHIBIT 99.7 PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Sanjay Bishnoi, Senior Vice President and Chief Financial Officer of Enerflex Ltd., hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number: 001-41531 Enerflex Ltd. (Exact name of Registrant as specified in its |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 2, 2023 |
Chief Executive Officer certification required by Rule 13a-14(a). EXHIBIT 99.4 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER I, Marc E. Rossiter, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Address o |
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| March 2, 2023 |
Consent of Ernst & Young LLP (PCAOB ID: 1263). EX-99.8 Ernst & Young LLP Calgary City Centre 2200-215 2nd Street SW Calgary, AB T2P 1M4 Tel: +1 403 290 4100 Fax: +1 403 290 4265 ey.com/ca CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our Firm under the caption “Experts”, and to the incorporation by reference in Registration Statement Form S-8 no. 333-268146 pertaining to the Amended and Restated 2013 S |
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| March 2, 2023 |
Audited Consolidated Financial Statements for the fiscal year ended December 31, 2022. Exhibit 99.2 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL POSITION TO THE SHAREHOLDERS OF ENERFLEX LTD. The accompanying consolidated financial statements and all information in the Annual Report have been prepared by management and approved by the Board of Directors of the Company. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards |
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| March 2, 2023 |
Chief Financial Officer certification required by Rule 13a-14(a). EXHIBIT 99.5 CERTIFICATION OF THE FINANCIAL OFFICER I, Sanjay Bishnoi, certify that: 1. I have reviewed this annual report on Form 40-F of Enerflex Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| March 2, 2023 |
Annual Information Form of the Company dated March 1, 2023. EX-99.1 ENERFLEX LTD. ANNUAL INFORMATION FORM For the year ended December 31, 2022 Dated March 1, 2023 2 Table of Contents DEFINITIONS 1 PRESENTATION OF INFORMATION 4 FORWARD-LOOKING INFORMATION 4 NON-IFRS MEASURES 5 CORPORATE STRUCTURE 7 GENERAL DEVELOPMENT OF THE BUSINESS 7 SIGNIFICANT ACQUISITIONS 9 DESCRIPTION OF THE BUSINESS 11 PRODUCT LINES 12 ENVIRONMENT, SOCIAL AND GOVERNANCE STANDARDS 27 |
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| March 2, 2023 |
Code of Conduct dated November 21, 2021. EX-99.9 Business Code of Conduct BUSINESS CODE OF CONDUCT Effective November 1, 2021 and supersedes any previous printed or online versions. Page 0 of 9 Business Code of Conduct BUSINESS CODE OF CONDUCT Table of Contents INTRODUCTION Who Must Follow the Code Which Laws Apply Other Policies and Procedures STANDARDS OF CONDUCT Compliance Conflicts of Interest Outside Employment Outside Directorships |
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| March 2, 2023 |
EX-99 2 efxt-ex991.htm EX-99.1 Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative. FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION Tit |
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| February 13, 2023 |
CA:EFX / Enerflex Ltd / 1832 Asset Management L.P. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ENERFLEX LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 29269R105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 3, 2023 |
ENERFLEX LTD. TO REPORT ITS FOURTH QUARTER AND Exhibit 99.1 ENERFLEX LTD. TO REPORT ITS FOURTH QUARTER AND YEAR-END 2022 RESULTS ON MARCH 1, 2023 NEWS RELEASE CALGARY, Alberta, February 1, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”), a premier integrated global provider of energy infrastructure and energy transition solutions, plans to release its financial results and operating highlights for the three months an |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2023 Commission File Number: 001-41531 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| January 20, 2023 |
ENERFLEX LTD. APPOINTS LAURA W. FOLSE Exhibit 99.1 ENERFLEX LTD. APPOINTS LAURA W. FOLSE TO ITS BOARD OF DIRECTORS NEWS RELEASE CALGARY, Alberta, January 20, 2023 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex”), a premier integrated global provider of energy infrastructure and energy transition solutions, is pleased to announce the appointment of Laura W. Folse to its board of directors (the “Board”), effective immediately. Ms. F |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 333-263714 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| January 3, 2023 |
CA:EFX / Enerflex Ltd / CHAI TRUST CO LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Enerflex Ltd. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 29269R105 (CUSIP Number) October 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| November 17, 2022 |
ENERFLEX LTD. AMENDS RECORD DATE FOR DIVIDEND PAYABLE ON JANUARY 12, 2023 EX-99.1 2 d393068dex991.htm EX-99.1 Exhibit 99.1 ENERFLEX LTD. AMENDS RECORD DATE FOR DIVIDEND PAYABLE ON JANUARY 12, 2023 NEWS RELEASE CALGARY, Alberta, November 16, 2022 — In observance of U.S. federal holidays, Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex”) has amended the record date for its dividend payable on January 12, 2023 (the “Payment Date”), from November 24, 2022 to November 29, 2 |
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| November 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 333-263714 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addre |
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| November 15, 2022 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EX-99.3 4 d360311dex993.htm EX-99.3 Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Marc E. Rossiter, President and Chief Executive Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September 30, 2022. |
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| November 15, 2022 |
As filed with the Securities and Exchange Commission on November 15, 2022 S-8 POS 1 d349902ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 15, 2022 Registration No. 333-268146 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Enerflex Ltd. (Exact name of registrant as specified in its charter) Canada (State or other |
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| November 15, 2022 |
Form of Specimen Common Share Certificate EX-4.5 Exhibit 4.5 |
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| November 15, 2022 |
Exhibit 99.5 ENERFLEX LTD. REPORTS STRONG THIRD-QUARTER 2022 RESULTS, UNDERSCORED BY SUCCESSFUL ACQUISITION OF EXTERRAN CORPORATION AND $100 MILLION OF ENERGY TRANSITION BOOKINGS NEWS RELEASE CALGARY, Alberta, November 9, 2022 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”), a premier integrated global provider of energy infrastructure and energy transition solutions, today r |
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| November 15, 2022 |
6-K 1 d360311d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 333-263714 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Albert |
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| November 15, 2022 |
Minimum lease payments and unguaranteed residual value EX-99.2 Exhibit 99.2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited) ($ Canadian thousands) September 30, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 198,787 $ 172,758 Accounts receivable (Note 2) 241,150 212,206 Contract assets (Note 2) 91,032 82,760 Inventories (Note 3) 244,004 172,687 Wo |
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| November 15, 2022 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EX-99.4 5 d360311dex994.htm EX-99.4 Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Sanjay Bishnoi, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended September |
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| November 15, 2022 |
Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS November 9, 2022 The Management’s Discussion and Analysis (“MD&A”) for Enerflex Ltd. (“Enerflex” or “Company” or “we” or “our”) should be read in conjunction with the unaudited interim condensed consolidated financial statements (the “Financial Statements”) for the three and nine months ended September 30, 2022 and 2021, the Company’s amended and r |
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| November 3, 2022 |
Calculation of Filing Fee Tables Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Enerflex Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Re |
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| November 3, 2022 |
As filed with the Securities and Exchange Commission on November 3, 2022 S-8 1 d366174ds8.htm S-8 As filed with the Securities and Exchange Commission on November 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Enerflex Ltd. (Exact name of registrant as specified in its charter) Canada (State or other jurisdiction of incorporation or organization) 98-0 |
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| October 20, 2022 |
EX-99.3 4 d514244dex993.htm EX-99.3 Exhibit 99.3 ENERFLEX LTD. AND EXTERRAN CORPORATION ANNOUNCE SHAREHOLDER APPROVAL TO CREATE A PREMIER INTEGRATED GLOBAL PROVIDER OF ENERGY INFRASTRUCTURE AND ENERGY TRANSITION SOLUTIONS NEWS RELEASE CALGARY, Alberta, Canada and HOUSTON, Texas, U.S.A., October 11, 2022 — Enerflex Ltd. (TSX: EFX) (“Enerflex”) and Exterran Corporation (NYSE: EXTN) (“Exterran”), are |
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| October 20, 2022 |
ENERFLEX LTD. ANNOUNCES SUCCESSFUL PLACEMENT OF COMMITTED Exhibit 99.1 ENERFLEX LTD. ANNOUNCES SUCCESSFUL PLACEMENT OF COMMITTED FINANCING FOR PENDING ACQUISITION OF EXTERRAN CORPORATION NEWS RELEASE CALGARY, Alberta, October 6, 2022 ? 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 Corp |
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| October 20, 2022 |
FORM 51-102F3 MATERIAL CHANGE REPORT EX-99.7 8 d514244dex997.htm EX-99.7 Exhibit 99.7 FORM 51-102F3 MATERIAL CHANGE REPORT 1 Name and Address of Company: Enerflex Ltd. (“Enerflex”) 904 -1331 Macleod Trail S.E. Calgary, Alberta T2G 0K3 2 Date of Material Change: October 6, 2022, October 12, 2022 and October 13, 2022 3 News Releases: A news release disclosing the material summarized in this material change report regarding committed fi |
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| October 20, 2022 |
Exhibit 99.2 ENERFLEX LTD. Report in Respect of Voting Results Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations In respect of a special meeting of holders (?Enerflex Shareholders?) of common shares (?Enerflex Shares?) of Enerflex Ltd. (?Enerflex? or the ?Corporation?) held on October 11, 2022 (the ?Special Meeting?), the following sets forth a brief descript |
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| October 20, 2022 |
EX-99.4 5 d514244dex994.htm EX-99.4 Exhibit 99.4 ENERFLEX LTD. COMPLETES ACQUISITION OF EXTERRAN CORPORATION, ESTABLISHING A PREMIER INTEGRATED GLOBAL PROVIDER OF ENERGY INFRASTRUCTURE AND ENERGY TRANSITION SOLUTIONS NEWS RELEASE CALGARY, Alberta, October 13, 2022 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”), a leading supplier of vertically integrated products and service |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 333-263714 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addres |
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| October 20, 2022 |
EX-99.6 7 d514244dex996.htm EX-99.6 Exhibit 99.6 Execution Version U.S.$700,000,000 REVOLVING CREDIT FACILITIES U.S.$150,000,000 TERM CREDIT FACILITY CREDIT AGREEMENT AMONG ENERFLEX LTD., ENERFLEX INC., ENERFLEX US HOLDINGS INC. and ENERFLEX AUSTRALASIA HOLDINGS PTY LTD. as Borrowers AND THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A ANNEXED HERETO and such other persons as become parties hereto a |
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| October 20, 2022 |
EX-99.5 6 d514244dex995.htm EX-99.5 Exhibit 99.5 Execution Version ENERFLEX LTD., as Issuer, and EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO INDENTURE Dated as of October 12, 2022 THE BANK OF NEW YORK MELLON, as Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as Collateral Agent 9.000% Senior Secured Notes due 2027 CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 5 S |
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| October 12, 2022 |
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 Enerflex Ltd. and Exterran Corporation Announce Shareholder Approval to Create a |
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| October 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Enerflex Ltd. (Exact Name of Registrant as Specified in its Charter) Canada 98-0457703 (State of incorporation or organization) (IRS Employer Identification Number) Suite 904, 1331 Macleod Trail |
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| October 7, 2022 |
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 ENERFLEX LTD. ANNOUNCES SUCCESSFUL PLACEMENT OF COMMITTED FINANCING FOR PENDING |
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| September 28, 2022 |
Special Meeting of Enerflex Ltd. Shareholders to Be Held on October 11, 2022 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 LEADING INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLD |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 333-263714 Enerflex Ltd. (Exact name of registrant as specified in its charter) Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (Addr |
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| September 9, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263714 DATED SEPTEMBER 12, 2022 PROXY STATEMENT OF EXTERRAN CORPORATION PROSPECTUS OF ENERFLEX LTD. MERGER PROPOSED?YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Exterran Corporation: On January 24, 2022, Exterran Corporation (which we refer to as ?Exterran?), Enerflex Ltd. (which we refer to as ?Enerflex?), and Enerflex US |
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| September 9, 2022 |
Officer’s Certificate Regarding the Special Meeting 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 ENERFLEX LTD. OFFICER’S CERTIFICATE TO: Alberta Securities Commission British Co |
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| September 9, 2022 |
Notice of Special Meeting of Shareholders 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 NOTICE OF SPECIAL MEETING OF ENERFLEX SHAREHOLDERS NOTICE IS HEREBY GIVEN that a |
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| September 9, 2022 |
Press Release Announcing the Filing of Management Information Circular 425 1 d350718d425.htm 425 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 ENERFLEX LTD. ANNOUNCES FILING OF MANAGEMENT INFORMATI |
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| September 9, 2022 |
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 ENERFLEX Enerflex Ltd. Appointment of Proxyholder I/We, being holders of common |
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| September 9, 2022 |
Enerflex Ltd. and Exterran Corporation to Combine, Creating a Premier Integrated Global Provider of Energy Infrastructure and Energy Transition Solutions September 8, 2022 Strategic and Transformational Transaction… Enerflex to acquire Exterran, creating a premier integrated global provider of energy infrastructure and energy transition solutions1 PREMIER GLOBAL BALANCED & OPTIMIZED EFFICIENCY & P |
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| September 9, 2022 |
Management Information Circular Table of Contents 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 ENERFLEX LTD. SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OC |
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| September 7, 2022 |
September 7, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| August 26, 2022 |
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 ENERFLEX LTD. TO HOLD SPECIAL SHAREHOLDER MEETING ON PROPOSED ACQUISITION OF EXT |
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| August 26, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on August 26, 2022. |
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| August 26, 2022 |
Norton Rose Fulbright US LLP 1301 McKinney Street, Suite 5100 Houston, TX 77010 United States Direct line +1 713-651-5557 Brian. |
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| August 26, 2022 |
Consent of Wells Fargo Securities, LLC Exhibit 99.2 EXECUTION VERSION CONSENT OF WELLS FARGO SECURITIES, LLC Exterran Corporation 11000 Equity Drive Houston, TX 77041 Attention: Board of Directors RE: Proxy Statement / Prospectus the (?Proxy Statement/Prospectus?) of Exterran Corporation (?Exterran?) and Enerflex Ltd., which forms part of Amendment No. 4 to the Registration Statement on Form F-4 of Enerflex Ltd. (the ?Registration Stat |
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| August 12, 2022 |
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 Event ID: 139963961820 Event Name: Q2 2022 Enerflex Ltd Earnings Conference Call |
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| August 11, 2022 |
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 INVESTOR PRESENTATION August 2022 CORPORATE OVERVIEW Successfully delivering inn |
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| August 11, 2022 |
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 FILED BY ENERFLEX LTD. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS |
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| August 11, 2022 |
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 ENERFLEX LTD. REPORTS STRONG SECOND QUARTER 2022 RESULTS NEWS RELEASE Calgary, A |
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| August 8, 2022 |
Norton Rose Fulbright US LLP 1301 McKinney Street, Suite 5100 Houston, TX 77010 United States Direct line +1 713-651-5557 Brian. |
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| August 8, 2022 |
Consent of Wells Fargo Securities, LLC Exhibit 99.2 EXECUTION VERSION CONSENT OF WELLS FARGO SECURITIES, LLC Exterran Corporation 11000 Equity Drive Houston, TX 77041 Attention: Board of Directors RE: Proxy Statement / Prospectus the (?Proxy Statement/Prospectus?) of Exterran Corporation (?Exterran?) and Enerflex Ltd., which forms part of Amendment No. 3 to the Registration Statement on Form F-4 of Enerflex Ltd. (the ?Registration Stat |
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| August 8, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022. |
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| July 18, 2022 |
Norton Rose Fulbright US LLP 1301 McKinney Street, Suite 5100 Houston, TX 77010 United States Direct line +1 713-651-5557 Brian. |
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| July 18, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on July 18, 2022. |
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| July 18, 2022 |
Consent of Wells Fargo Securities, LLC Exhibit 99.2 EXECUTION VERSION CONSENT OF WELLS FARGO SECURITIES, LLC Exterran Corporation 11000 Equity Drive Houston, TX 77041 Attention: Board of Directors RE: Proxy Statement / Prospectus the (“Proxy Statement/Prospectus”) of Exterran Corporation (“Exterran”) and Enerflex Ltd., which forms part of Amendment No. 2 to the Registration Statement on Form F-4 of Enerflex Ltd. (the “Registration Stat |
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| July 11, 2022 |
425 1 d337172d425.htm 425 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 Files Amended and Resta |
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| May 19, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 1 9 , 2022 . |
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| May 19, 2022 |
CORRESP 1 filename1.htm Norton Rose Fulbright US LLP 1301 McKinney Street, Suite 5100 Houston, TX 77010 United States Direct line +1 713-651-5557 [email protected] Tel +1 713 651 5151 Fax +1 713 651 5246 nortonrosefulbright.com May 19, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Division of Corporati |
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| May 19, 2022 |
Consent of Wells Fargo Securities, LLC Exhibit 99.2 CONSENT OF WELLS FARGO SECURITIES, LLC Exterran Corporation 11000 Equity Drive Houston, TX 77041 Attention: Board of Directors RE: Proxy Statement / Prospectus the (?Proxy Statement/Prospectus?) of Exterran Corporation (?Exterran?) and Enerflex Ltd., which forms part of Amendment No. 1 to the Registration Statement on Form F-4 of Enerflex Ltd. (the ?Registration Statement?) Members of |
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| May 19, 2022 |
Calculation of Filing Fee Tables Exhibit 107.1 Calculation of Filing Fee Tables Form F-4 (Form Type) Enerflex Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to |
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| May 16, 2022 |
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 Quarterly Update with Marc May 2022 Greetings to all of Enerflex?s customers, su |
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| May 12, 2022 |
425 1 d314829d425.htm 425 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 Q1 2022 Update with Marc: Video Transcript Hello to al |
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| March 21, 2022 |
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 Updat |
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| March 18, 2022 |
Articles of Incorporation of Enerflex Ltd. Exhibit 3.1 Restated Certificate of Certificat de constitution à Incorporation jour Canada Business Corporations Act Loi canadienne sur les sociétés par actions ENERFLEX LTD. Corporate name / Dénomination sociale 774811-6 Corporation number / Numéro de société I HEREBY CERTIFY that the articles of JE CERTIFIE que les statuts constitutifs de la incorporation of the above-named corporation société s |
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| March 18, 2022 |
Amended and Restated By-Law No. 3 of Enerflex Ltd. Exhibit 3.4 AMENDED AND RESTATED BY-LAW NO. 3 (Adopted by the Board of Directors, effective August 9, 2018) ARTICLE 1 NOMINATION OF DIRECTORS Section 1.1 Eligibility for Election Only persons who are nominated in accordance with the procedures set out in this Article 1 shall be eligible for election as directors to the board of directors (the “Board”) of Enerflex Ltd. (the “Corporation”). Nominati |
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| March 18, 2022 |
EX-3.3 4 d316480dex33.htm EX-3.3 Exhibit 3.3 ENERFLEX LTD. BY-LAW 2 BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of ENERFLEX LTD. (the “Corporation”) as follows: 1. The directors may and they are hereby authorized from time to time to, without authorization of the shareholders, (a) borrow money upon the credit of the Corporation; (b) limit or increase the amount to be borrowed; (c) issue, re |
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| March 18, 2022 |
List of significant subsidiaries of Enerflex Ltd. Exhibit 21.1 List of Enerflex Ltd. Subsidiaries as of December 31, 2021 Name of Subsidiary or Organization Jurisdiction of Incorporation Percentage of Voting Securities Owned Directly or Indirectly 1. Enerflex Energy Systems Inc. Delaware 100% 2. Enerflex Energy Systems (Australia) PTY Ltd Australia 100% 3. Enerflex Australasia Holdings Pty Ltd. Australia 100% 4. Cooperatief Enerflex U.A. Netherla |
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| March 18, 2022 |
EX-10.2 9 d316480dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION ENERFLEX LTD. 4.67% U.S.$105,000,000 Senior Notes, Series A, due December 15, 2024 4.50% Cdn.$15,000,000 Senior Notes, Series B, due December 15, 2024 4.87% U.S.$70,000,000 Senior Notes, Series C, due December 15, 2027 4.79% Cdn.$30,000,000 Senior Notes, Series D, due December 15, 2027 NOTE PURCHASE AGREEMENT December 15, 2017 Tabl |
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| March 18, 2022 |
Calculation of Filing Fee Tables Exhibit 107.1 Calculation of Filing Fee Tables Form F-4 (Form Type) Enerflex Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to |
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| March 18, 2022 |
Consent of Wells Fargo Securities, LLC EX-99.2 15 d316480dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF WELLS FARGO SECURITIES, LLC Exterran Corporation 11000 Equity Drive Houston, TX 77041 Attention: Board of Directors RE: Proxy Statement / Prospectus the (“Proxy Statement/Prospectus”) of Exterran Corporation (“Exterran”) and Enerflex Ltd., which forms part of the Registration Statement on Form F-4 of Enerflex Ltd. (the “Registration Stat |
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| March 18, 2022 |
Exhibit 10.1 CDN.$725,000,000 REVOLVING CREDIT FACILITIES SECOND AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN ENERFLEX LTD. and ENERFLEX AUSTRALASIA HOLDINGS PTY LTD as Borrowers AND THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A ANNEXED HERETO and such other persons as become parties hereto as lenders as Lenders AND THE TORONTO-DOMINION BANK as Agent of the Lenders MADE AS OF JUNE 1, 2011, AMEND |
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| March 18, 2022 |
Amended and Restated 2013 Stock Option Plan of Enerflex Ltd. Exhibit 10.3 ENERFLEX LTD. AMENDED AND RESTATED 2013 STOCK OPTION PLAN 1. Purpose of the Plan The purpose of the Plan is to encourage certain officers and other key full time employees of the Corporation and of its Affiliates to acquire an increased proprietary interest in the Corporation through share options. 2. Defined Terms Where used herein, the following terms shall have the following meanin |
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| March 18, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on March 18, 2022. |
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| March 18, 2022 |
Form of Proxy Voting Card of Exterran Corporation EX-99.1 14 d316480dex991.htm EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/EXTN Cast your vote online. Have your Proxy Card ready. Follow the simple instructions to record your vote. PHONE Call 1 866 355 1240 Use any touch tone telephone, 24 hours a day, 7 days a week. Have your Proxy Card ready. Follow the simple recorded instructions. MAIL Mark, s |
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| March 18, 2022 |
Form of Specimen Common Share Certificate. EX-4.1 6 d316480dex41.htm EX-4.1 Exhibit 4.1 STOCK CERTIFICATE Stock Certificate No.: ENER- 001 I 00 Shares of Common Stock ENERFLEX US HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This Certificate and the 100 shares of common stock, $.01 par value per shares, represented hereby are issued and shall be held by Enerflex Ltd., subject to all the provisions of the Certificate of |
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| March 18, 2022 |
Exhibit 3.2 ENERFLEX LTD. BY-LAW 1 A by-law relating generally to the conduct of the affairs of ENERFLEX LTD. (the “Corporation”). BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Corporation as follows: INTERPRETATION 1. Definitions In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a) “Act” means the Canada Business Corporations |
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| February 25, 2022 |
425 1 d616352d425.htm 425 Company Name: Enerflex Ltd Company Ticker: EFX CN Equity Date: 2022-02-23 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 Exchange Act of 1934, as amended Subject Company: Exterran Corporation Commission File No. 001-36875 Q4 2021 Earnings Call Company Participants • Mar |
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| February 3, 2022 |
EXTN / Exterran Corp / Enerflex Ltd. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Exterran Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 30227H106 (CUSIP Number) Enerflex Ltd. Attn: David H. Izett, Senior Vice President & General Counsel 1331 Macleod Trail SE, Suit |
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| February 3, 2022 |
EX-99.3 4 d192316dex993.htm EX-99.3 Exhibit 99.3 Voting Agreement This Voting Agreement (this “Agreement”), dated as of January 24, 2022, is entered into by and among the undersigned stockholders (each, a “Stockholder” and collectively, “Stockholders”) of Exterran Corporation, a Delaware corporation (the “Company”), and Enerflex Ltd., a Canadian corporation (“Parent”). Parent and each Stockholder |
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| February 3, 2022 |
EX-99.1 2 d192316dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among ENERFLEX LTD., ENERFLEX US HOLDINGS INC., and EXTERRAN CORPORATION Dated as of January 24, 2022 TABLE OF CONTENTS ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Organizational Documents of the Surviving Corporation 3 1.6 Directors and Officers of th |
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| February 3, 2022 |
EX-99.2 3 d192316dex992.htm EX-99.2 Exhibit 99.2 Voting Agreement This Voting Agreement (this “Agreement”), dated as of January 24, 2022, is entered into by and among the undersigned stockholders (each, a “Stockholder” and collectively, “Stockholders”) of Exterran Corporation, a Delaware corporation (the “Company”), and Enerflex Ltd., a Canadian corporation (“Parent”). Parent and each Stockholder |
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| January 25, 2022 |
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 Exchange Act of 1934, as amended Subject Company: Exterran Corporation Commission File No. 001-36875 REFINITIV STREETEVENTS EDITED TRANSCRIPT Enerflex Ltd and Exterran Corp to Combine, Creating a Premier Integrated Global Provider of Energy Infrastr |
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| January 25, 2022 |
425 1 d288818d425.htm 425 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 Exchange Act of 1934, as amended Subject Company: Exterran Corporation Commission File No. 001-36875 Transcript: External Video – Posted on January 25th on Enerflex’s Social Media Channels and Website Speaker: Marc Rossiter |
