Chart Industries, Inc. Announces Proposed Offering of Senior Secured Notes and Senior Unsecured Notes
Chart Industries (NYSE: GTLS) announced plans to offer up to $1.31 billion in senior secured notes due in 2030 and $750 million in senior unsecured notes due in 2031. The proceeds will fund the acquisition of Howden and cover associated expenses. The secured notes will be guaranteed by Chart's wholly owned domestic subsidiaries and secured by first-priority liens on assets. The offering will occur privately, following Rule 144A and Regulation S of the Securities Act, and will not be registered under the Securities Act.
- Plans to raise $1.31 billion and $750 million through secured and unsecured notes, respectively.
- Proceeds to fund acquisition of Howden, expected to enhance business operations.
- Notes offered privately, limiting access to a broader range of investors.
- No registration under the Securities Act could restrict future liquidity of the notes.
ATLANTA, Dec. 05, 2022 (GLOBE NEWSWIRE) -- Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that, subject to market conditions and other conditions, it intends to offer up to
Chart intends to use the proceeds from the offering, together with convertible preferred stock Chart may issue to the primary seller as consideration for the acquisition and borrowings under a new term loan B facility, to fund the previously announced acquisition of Howden and pay all associated costs and expenses.
The Notes will be fully and unconditionally guaranteed, jointly and severally, by each of Chart’s wholly owned domestic subsidiaries that guarantee its senior secured credit facilities. The Secured Notes will be secured by a first-priority liens on all of the assets that secure Chart’s and the guarantors’ obligations under Chart’s senior secured credit facilities.
The Notes will be offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Chart’s business plans, including statements regarding anticipated acquisitions, future cost synergies and efficiency savings, objectives, future orders, revenue, margins, earnings, performance or outlook, business or industry trends and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “indicators”, “outlook,” “guidance,” “continue,” “target,” or the negative of such terms or comparable terminology.
FAQ
What is Chart Industries planning to do with the funds from the note offerings?
What amounts are Chart Industries planning to raise through secured and unsecured notes?
What are the due dates for the notes being offered by Chart Industries?
Who guarantees the senior secured notes offered by Chart Industries?
Will the notes be registered under the Securities Act?
