UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2019
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-11442 | 34-1712937 | ||
(State of other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3055 Torrington Drive Ball Ground, Georgia | 30107 | |
(Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (770)721-8800
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Common stock, par value $0.01 | GTLS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2019, Chart Industries, Inc., a Delaware corporation (“Chart”), entered into a Second Amendment (the “Amendment”) to its existing Third Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of November 3, 2017, by and among Chart, Chart Industries Luxembourg S.à.r.l., Chart Asia Investment Company Limited, the lenders party thereto and JPMorgan Chase Bank, N.A., in connection with its previously announced acquisition of Harsco Corporation’s IndustrialAir-X-Changers business (the “Acquisition”). A copy of the Amendment is attached hereto as Exhibit 10.1.
The Amendment, among other things, (i) permits consummation of the Acquisition, (ii) permits the incurrence by Chart of a $450,000,000 incremental term loan to fund the Acquisition on the closing date thereof, subject to satisfaction of certain conditions contained therein and (iii) in the event that the Acquisition is consummated and such incremental term loans are funded, modifies the quarterly leverage ratio financial maintenance covenant as described more fully therein. The terms and conditions under the Credit Agreement are otherwise substantially the same as those prior to the Amendment.
The description of the Amendment set forth above is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated by reference herein.
Item 7.01 | Regulation FD Disclosure. |
On June 5, 2019, Chart issued a press release with respect to certain financing related issues. A copy of Chart’s press release is furnished as Exhibit 99.1. All information in the press release is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Chart specifically incorporates it by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Chart Industries, Inc. | ||||||
Date: June 5, 2019 | By: | /s/ Jillian C. Evanko | ||||
Name: | Jillian C. Evanko | |||||
Title: | President and Chief Executive Officer |