Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that
it has priced its previously announced concurrent offerings
(together, the “Offerings”) of 5,923,670 shares of common stock,
par value $0.01 per share (“Common Stock”), at a public offering
price of $118.17 per share and 7,000,000 depositary shares
(“Depositary Shares”), each representing a 1/20th interest in a
share of Series B Mandatory Convertible Preferred Stock, par value
$0.01 per share (“Preferred Stock”), at a public offering price of
$50 per share, each in a separate underwritten registered public
offering. In addition, Chart has granted the underwriters in each
respective offering a 30-day option to purchase up to an additional
888,550 shares of Common Stock and up to an additional 1,050,000
Depositary Shares, in each case at the public offering price per
share.
The net proceeds from the Offerings of Common
Stock and Depositary Shares will be approximately $675.5 million
and $337.8 million, respectively, in each case after deducting the
applicable underwriting discount and before estimated offering
expenses payable by Chart.
Chart intends to use the proceeds from the
Offerings to fund in part the previously announced
acquisition of Howden from affiliates of KPS Capital Partners, LP
(the “Acquisition”) by reducing the amount of Series A Cumulative
Participating Convertible Preferred Stock (“Series A Preferred
Stock”) to be issued to Granite Holdings I B.V., a Dutch
private limited liability company, under the equity purchase
agreement in connection with the Acquisition.
Holders of the Depositary Shares will be
entitled to a proportional fractional interest in the rights and
preferences of the Preferred Stock, including conversion, dividend,
liquidation and voting rights, subject to the provisions of a
deposit agreement. Unless earlier converted, each share of the
Preferred Stock will automatically convert on or
around December 15, 2025 into between 7.0520 and 8.4620 shares
of Common Stock (and, correspondingly, each Depositary Share will
automatically convert into between 0.3526 and 0.4231 shares of
Common Stock), subject to customary anti-dilution adjustments,
determined based on the volume-weighted average price of the Common
Stock over the 20 consecutive trading day period beginning on, and
including, the 21st scheduled trading day prior to December 15,
2025. Dividends on the Preferred Stock will be payable on a
cumulative basis when, as and if declared by Chart’s board of
directors (or an authorized committee thereof) at an annual rate of
6.75% on the liquidation preference of $1,000 per share of
Preferred Stock (or $50 per Depositary Share). Chart may pay
declared dividends in cash or, subject to certain limitations, in
shares of Common Stock or in any combination of cash and Common
Stock on March 15, June 15, September 15 and December 15 of each
year, commencing on, and including, March 15, 2023 and ending on,
and including, December 15, 2025. Currently, there is no public
market for the Depositary Shares or the Preferred Stock. Chart has
applied to list the Depositary Shares on the New York Stock
Exchange under the symbol “GTLS.PRB.”
This press release is for informational purposes
only and does not constitute an offer to sell or a solicitation of
an offer to buy Common Stock or Depositary Shares. No offer,
solicitation or sale will be made in any jurisdiction in which such
an offer, solicitation or sale would be unlawful. Any offers of
Common Stock or Depositary Shares will be made only by means of a
prospectus supplement relating to such Offerings and the
accompanying base prospectus.
Morgan Stanley is acting as lead joint
book-running manager for the Offerings. J.P. Morgan, BofA
Securities and Evercore ISI are also acting as joint book-running
managers for the Offerings. Stifel, BTIG, Craig-Hallum, Johnson
Rice & Company L.L.C., Lake Street, Seaport Global and Tuohy
Brothers are acting as co-managers for the Offerings. Chart has
filed a registration statement (including a base prospectus and
related preliminary prospectus supplement) with the Securities and
Exchange Commission (the “SEC”) for the Offerings. Before you
invest, you should read the applicable preliminary prospectus
supplement, the accompanying prospectus and the other documents
Chart has filed with the SEC for more complete information about
Chart and the Offerings. You may get these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively,
Chart, the underwriters or any dealer participating in the
Offerings will arrange to send you the preliminary prospectus
supplement and the accompanying prospectus if you request them by
contacting Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, New York 10014,
or by phone: 1-866-718-1649.
FORWARD-LOOKING
STATEMENTS
Certain statements made in this press release
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements regarding the securities offered in
the Offerings, the timing of the Offerings and the anticipated use
of proceeds therefrom, statements concerning Chart’s business
plans, including anticipated acquisitions, future cost synergies
and efficiency savings, objectives, future orders, revenue,
margins, earnings, performance or outlook, business or industry
trends and other information that is not historical in nature.
Forward-looking statements may be identified by terminology such as
“may,” “will,” “should,” “could,” “expects,” “anticipates,”
“believes,” “projects,” “forecasts,” “indicators”, “outlook,”
“guidance,” “continue,” “target,” or the negative of such terms or
comparable terminology.
About Chart Industries, Inc.
Chart Industries, Inc. is a leading independent global
manufacturer of highly engineered equipment servicing multiple
applications in the Energy and Industrial Gas markets. Our unique
product portfolio is used in every phase of the liquid gas supply
chain, including upfront engineering, service and repair. Being at
the forefront of the clean energy transition, Chart is a leading
provider of technology, equipment and services related to liquefied
natural gas, hydrogen, biogas and CO2 Capture amongst other
applications. We are committed to excellence in environmental,
social and corporate governance (ESG) issues both for our company
as well as our customers. With over 25 global manufacturing
locations from the United States to China, India, and Europe, we
maintain accountability and transparency to our team members,
suppliers, customers and communities.
Contacts:Greg ShewfeltVice President, Finance,
Chart Industries, Inc.
678-865-9141Greg.shewfelt@chartindustries.com
Joe BrinkmanChief Financial Officer, Chart Industries, Inc.
952-243-8433Joe.brinkman@chartindustries.com
Contact for Treasury and Banking:Chuck
Corsillo,Vice President, Treasury, Chart Industries, Inc.
216-225-2385Chuck.corsillo@chartindustries.com
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