Filed Pursuant to Rule 424(b)(5)
Registration No. 333-268666
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 5, 2022)
7,000,000 Depositary Shares
Each Representing a 1/20th Interest in a Share of
6.75% Series B Mandatory Convertible Preferred Stock
Chart Industries, Inc.
6.75% Series B Mandatory Convertible Preferred Stock
We are offering 7,000,000 depositary shares (Depositary Shares), each of which represents a 1/20th
interest in a share of our 6.75% 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 6.75% 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 7.0520 and 8.4620 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 7.0520, 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 5,923,670 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 888,550 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 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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$ |
50.00 |
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$ |
350,000,000 |
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Underwriting discount |
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$ |
1.75 |
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$ |
12,250,000 |
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Proceeds to Chart, before expenses. |
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$ |
48.25 |
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$ |
337,750,000 |
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We have granted the underwriters a 30-day
option to purchase up to 1,050,000 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 December 13, 2022.
Joint Book-Running Managers
Morgan Stanley
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J.P. Morgan |
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BofA Securities |
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Evercore ISI |
Co-Managers
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Stifel |
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BTIG |
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Craig-Hallum |
Johnson Rice & Company L.L.C. |
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Lake Street |
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Seaport Global |
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Tuohy Brothers |
Prospectus Supplement dated December 8, 2022