Chart Industries, Inc. Announces Pricing of Offering of Senior Secured Notes and Senior Unsecured Notes
December 08 2022 - 4:05PM
Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that,
it has priced its previously announced offering of $1,460,000,000
aggregate principal amount of 7.500% senior secured notes due 2030
(the “Secured Notes”) at an issue price of 98.661% and $510,000,000
aggregate principal amount of 9.500% unsecured notes due 2031 (the
“Unsecured Notes,” and together with the Secured Notes, the
“Notes”) at an issue price of 97.949%. The offering is expected to
close on December 22, 2022, subject to customary closing
conditions.
Chart intends to use the proceeds from the
offering, together with the proceeds from the previously announced
offerings of common stock and depositary shares 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 first-priority
liens on all of the assets that secure Chart’s and the guarantors’
obligations under Chart’s senior secured credit facilities.
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.
The Notes were offered and will be 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.
Contacts:
Greg Shewfelt
Vice President, Finance, Chart Industries, Inc.
678-865-9141
Greg.shewfelt@chartindustries.com
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