Chart Industries, Inc. Announces Proposed Offering of Senior Secured Notes and Senior Unsecured Notes
December 05 2022 - 9:15AM
Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that,
subject to market conditions and other conditions, it intends to
offer up to $1,310,000,000 aggregate principal amount of senior
secured notes due 2030 (the “Secured Notes”) and $750,000,000
aggregate principal amount of senior unsecured notes due 2031 (the
“Unsecured Notes” and, together with the Secured Notes, the
“Notes”).
Chart intends to use the proceeds from the
offering, together with convertible preferred stock Chart may issue
to the primary seller as consideration for the acquisition and
borrowings under a new term loan B facility, to fund the previously
announced acquisition of Howden and pay all associated costs and
expenses.
The Notes will be fully and unconditionally
guaranteed, jointly and severally, by each of Chart’s wholly owned
domestic subsidiaries that guarantee its senior secured credit
facilities. The Secured Notes will be secured by a first-priority
liens on all of the assets that secure Chart’s and the guarantors’
obligations under Chart’s senior secured credit facilities.
The Notes will be offered and sold in a private
placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and to non-U.S. persons
in transactions outside the United States pursuant to Regulation S
under the Securities Act. The Notes will not be registered under
the Securities Act or any state securities laws and may not be
offered or sold in the United States or to, or for the benefit of,
U.S. persons absent registration under, or an applicable exemption
from, the registration requirements of the Securities Act and
applicable state securities laws.
This press release is for informational purposes
only and does not constitute an offer to sell or a solicitation of
an offer to buy the Notes. 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 the Notes will be made only
by means of a private offering memorandum.
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 concerning Chart’s business plans,
including statements regarding 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.
Contact:
Greg Shewfelt
Vice President, Finance, Chart Industries, Inc.
678-865-9141
Greg.shewfelt@chartindustries.com
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