Introductory Note
On March 17, 2023, Chart Industries, Inc., a Delaware corporation (the “Company”), consummated its previously announced acquisition (the “Acquisition”) of all of the equity interests of Granite Holdings II B.V., a Dutch private limited liability company (“BV 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, collectively with BV II, Granite US, Granite Germany and Granite Canada, the “Acquired Companies”), which collectively constitute the business of Howden, from Granite Holdings I B.V., a Dutch private limited liability company (the “Primary Seller”), BV II and Granite US Holdings GP, LLC, a Delaware limited liability company (the “US GP Seller” and, together with the Primary Seller and BV II, the “Sellers”).
Pursuant to the terms and subject to the conditions of the Equity Purchase Agreement, dated as of November 8, 2022 (as amended, the “Purchase Agreement”), by and among the Company, the Acquired Companies and the Sellers, the Company paid the Sellers approximately $4.4 billion in cash, as adjusted in accordance with the terms of the Purchase Agreement (the “Purchase Price”). The Company funded the Purchase Price and the payment of acquisition-related expenses through a combination of cash on hand, the proceeds from previously consummated debt and equity financings and the proceeds from the tranche of term loans described below in Item 1.01 under the heading “Amendment No. 3 to Fifth Amended and Restated Revolving Credit Agreement.” As a result of the Company’s cash on hand and the debt and equity financings, the Purchase Price was paid solely in cash and no Series A Cumulative Participating Convertible Preferred Stock was issued (to KPS Capital Partners, LP or otherwise).
This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2022 and incorporated herein by reference.
| Item 1.01 | Entry into a Material Definitive Agreement |
Amendment No. 2 to Fifth Amended and Restated Revolving Credit Agreement
On March 16, 2023, the Company entered into an amendment (“Amendment No. 2”) to its fifth amended and restated revolving credit agreement, dated as of October 18, 2021 (as amended by Amendment No. 1, dated as of November 21, 2022, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the subsidiaries of the Company designated as borrowers from time to time thereunder, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Fifth Third Bank, National Association, HSBC Bank USA, National Association, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents, and BMO Harris Bank, N.A., Capital One, N.A., Citizens Bank, N.A., MUFG Union Bank, N.A. and Regions Bank, as Co-Documentation Agents.
