SUBJECT TO COMPLETION, DATED DECEMBER 8, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated
December 5, 2022)
6,000,000 Depositary Shares
Each Representing a 1/20th Interest in a Share of
% Series B Mandatory Convertible Preferred Stock
Chart Industries, Inc.
% Series B Mandatory Convertible Preferred Stock
We are offering 6,000,000 depositary shares (Depositary Shares), each of which represents a 1/20th interest in a share of our
% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share (Mandatory Convertible Preferred Stock). The shares of Mandatory Convertible Preferred Stock will be deposited with Computershare Trust
Company, N.A., as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including
conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement.
Dividends on our Mandatory
Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee of our board of directors, at an annual rate of % on the liquidation preference
of $1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.01 per share, 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.
Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share
represents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the final averaging
period (as defined below) into between and shares of
our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of our common stock over the 20 trading day period beginning on,
and including, the 21st scheduled trading day prior to December 15, 2025, which we refer to herein as the final averaging period. At any time prior to December 15, 2025, a
holder of 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holders behalf, into a number of shares of our common stock equal to the minimum conversion rate of
, subject to anti-dilution adjustments. If a holder of 20 Depositary Shares causes the bank depositary to convert one share of our Mandatory Convertible
Preferred Stock, on such holders behalf, during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be
entitled to a make whole dividend amount (as described herein).
Concurrently with this offering, we are also making a public
offering of $600 million of shares of common stock, par value $0.01 per share, which offering we refer to in this prospectus supplement as the Concurrent Common Stock Offering. The Concurrent Common Stock Offering is being made pursuant
to a separate prospectus supplement, and nothing contained herein shall constitute an offer to sell or a solicitation of an offer to buy common stock. In the Concurrent Common Stock Offering, we have granted the underwriters of the Concurrent Common
Stock Offering an option to purchase up to an additional $90 million of shares of common stock. The closing of this offering of Depositary Shares is not conditioned upon the closing of the Concurrent Common Stock Offering, and the closing of the
Concurrent Common Stock Offering is not conditioned upon the closing of this offering of Depositary Shares.
We are offering
Depositary Shares to finance our proposed $4.4 billion acquisition (the Acquisition) of the business of Howden, a leading global provider of mission critical air and gas handling products (Howden). We intend to use the
net proceeds from this offering and the Concurrent Common Stock Offering to fund the Acquisition by increasing the minimum Cash Consideration (as defined herein) and reducing the amount of Series A Preferred Stock (as defined herein) to be issued to
Granite Holdings I B.V., a Dutch private limited liability company (the Primary Seller) under the Purchase Agreement (as defined herein) in connection with the Acquisition. We will use any remaining Series A Preferred Stock (or, if the
gross proceeds of this offering and the Concurrent Common Stock Offering are at least equal to $850 million, at our election, common stock) issuable under the Purchase Agreement, together with proceeds from the notes offering (as defined herein) and
borrowings under a new term loan B facility under our senior secured credit facility (the term loan facility), to fund the remaining consideration for the Acquisition and to pay fees and expenses in connection with the Transactions (as
defined herein), including the payment of certain of Howdens debt at the closing of the Acquisition.
The closing of this offering
is not contingent upon the closing of the notes offering, the term loan facility, the Concurrent Common Stock Offering or the Acquisition. If the Acquisition is not consummated for any reason, we intend to use all of the proceeds from this offering
for normal working capital needs, repayment of indebtedness, capital expenditures, acquisitions and investments.
Prior to this offering, there has been no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. We intend to
apply to list the Depositary Shares on the New York Stock Exchange under the symbol GTLS.PRB. Our common stock is listed on the New York Stock Exchange (the NYSE) and trades under the symbol GTLS.
Investing in the Depositary Shares involves risks. See Risk Factors beginning on page S-38 of this prospectus supplement and in Part IItem 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended
December 31, 2021, which is incorporated by reference herein, for a discussion of factors you should consider carefully before investing in the Depositary Shares.
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Per share |
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Total |
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Public offering price |
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$ |
50 |
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$ |
300,000,000 |
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Underwriting discount |
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$ |
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$ |
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Proceeds to Chart, before expenses. |
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$ |
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$ |
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We have granted the underwriters a 30-day option to purchase up to
900,000 additional Depositary Shares from us at the public offering price, less the underwriting discount, solely to cover over-allotments.
Neither the Securities and Exchange Commission (the SEC), any state securities commission nor any other regulatory body has approved
or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Depositary Shares to investors on or about
, 2022.
Morgan Stanley
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J.P. Morgan |
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BofA Securities |
Prospectus Supplement dated
, 2022