| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 7, 2022, in connection with the previously announced acquisition of Howden from affiliates of KPS Capital Partners, LP (the “Acquisition”) and the Offerings (defined below), Chart Industries, Inc. (“Chart”) entered into a letter agreement (the “Letter Agreement”) by and among (i) Granite Holdings I B.V., a Dutch private limited company (the “Primary Seller”), Granite Holdings II B.V., a Dutch private limited company (“BV II”), and Granite US Holdings GP, LLC, a Delaware limited liability company (“US GP Seller” and, together with Primary Seller and BV II, the “Sellers”), (ii) Granite US Holdings LP, a Delaware limited partnership (“Granite US”), Granite Acquisition GmbH, a German limited liability company (“Granite Germany”), Granite Canada Holdings Acquisition Corp., a corporation formed pursuant to the laws of British Columbia (“Granite Canada”), and HowMex Holdings, S. de R.L. de C.V., a Mexican limited liability company (“Granite Mexico” and, together with BV II, Granite US, Granite Germany and Granite Canada, the “Acquired Companies”), and (iii) Chart, whereby, subject to certain conditions, the Sellers consented to the Offering of Depositary Shares (defined below).
Under the Letter Agreement, Chart agreed to apply the net proceeds from the Offerings to increase the minimum cash consideration payable in the transaction on a dollar-for-dollar basis and accordingly reduce the portion of transaction consideration that would have otherwise been paid on Series A Preferred Stock (defined below). Under the Letter Agreement, the Sellers have also granted Chart the option, exercisable on or prior to the pricing of the Offering of Depositary Shares, if the gross proceeds (before the underwriting discount) of the Offerings are at least equal to $850 million, to satisfy Chart’s obligations under the purchase agreement, dated as of November 8, 2023, by and among Chart, the Acquired Companies and the Sellers (the “Purchase Agreement”), to issue Series A Preferred Stock to the Primary Seller by instead delivering shares of Chart’s Common Stock (defined below) to the Primary Seller using the price to the public in the Offering of Common Stock. Chart did not exercise the option and it expired upon the pricing of the Offerings.
This summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
On December 8, 2022, Chart issued press releases announcing the commencement and pricing of concurrent offerings (together, the “Offerings”) of 5,923,670 shares of common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $118.17 per share and 7,000,000 depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, at a public offering price of $50 per share. In addition, Chart has granted the underwriters in each respective offering a 30-day option to purchase up to an additional 885,550 shares of Common Stock and up to an additional 1,050,000 Depositary Shares, in each case at the public offering price per share. The Offerings are expected to close on or about December 13, 2022, subject to customary closing conditions.
Additionally, on December 8, 2022, Chart issued a press release announcing that it had priced its offering (the “Notes 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 Notes Offering is expected to close on or about December 22, 2022, subject to customary closing conditions.
