Chart Industries, Inc. Announces Proposed Public Offerings of Common Stock and Depositary Shares
December 08 2022 - 07:25AM
GlobeNewswire Inc.
Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that,
subject to market and other conditions, it has commenced concurrent
offerings (together, the “Offerings”) of $600 million of common
stock, par value $0.01 per share (“Common Stock”), and $300 million
of 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”),
each in a separate underwritten registered public offering. In
addition, Chart expects to grant the underwriters in each
respective offering a 30-day option to purchase up to an additional
$90 million of Common Stock and up to an additional $45 million of
Depositary Shares.
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 a number of shares of Common
Stock based on the applicable conversion rate, and each Depositary
Share will automatically convert into a number of shares of Common
Stock equal to a proportionate fractional interest in such shares
of Common Stock. The conversion rates, dividend rate and other
terms of the Preferred Stock will be determined at the time of
pricing of the offering of the Depositary Shares. Currently, there
is no public market for the Depositary Shares or the Preferred
Stock. Chart intends to apply 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 will act as lead joint
book-running manager for the Offerings. J.P. Morgan and BofA
Securities will also act as joint book-running 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, Australia, India, Europe
and South America, 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
Jill EvankoPresident and CEO, Chart Industries, Inc.
630-418-9403Jill.evanko@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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