| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2020, Chart Industries, Inc. (“Chart”), entered into the Second Amendment (the “Amendment”) to its existing Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Chart, Chart Industries Luxembourg S.à.r.l., Chart Asia Investment Company Limited, the other foreign borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. A copy of the Amendment is attached hereto as Exhibit 10.1.
The Amendment, among other things, (i) reduces the LIBO Screen Rate (as defined in the Credit Agreement) floor by half, effectively reducing all interest payable by Chart, and (ii) provides Chart with further flexibility to complete divestitures at its discretion by changing the “catch-all” permitted divestiture basket from a small annual cap to a more substantial life-of the-facility cap. 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 Form 8-K and incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 1, 2020, Chart completed the previously-announced divestiture of its cryobiological products business (the “CryoBio Business”) to Cryoport, Inc. pursuant to a Purchase Agreement (the “Purchase Agreement”), dated August 24, 2020, for a purchase price of $320,000,000 (the “Divestiture”). The Divestiture was structured as the sale of a combination of equity interests and assets primarily related to the CryoBio Business (and the transfer of certain liabilities in connection therewith) by a variety of Chart’s subsidiaries.
The Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Chart on August 25, 2020 and is, along with the description of the same contained in Item 1.01 of such Current Report on Form 8-K, incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 1, 2020, Chart issued a press release announcing the completion of the Divestiture. A copy of Chart’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
On October 1, 2020, Chart posted a slide presentation on its investor relations website. A copy of Chart’s presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
All information in the press release and the slide presentation 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, as amended (the “Exchange Act”), 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, as amended, or the Exchange Act, except to the extent that Chart specifically incorporates it by reference.
