Chart Industries, Inc. Announces Pricing of Upsized Public Offerings of Common Stock and Depositary Shares

ATLANTA, Dec. 09, 2022 (GLOBE NEWSWIRE) -- Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced today that it has priced its previously announced 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 1/20^th interest in a share of Series B Mandatory Convertible Preferred Stock, par value $0.01 per share (“Preferred Stock”), at a public offering price of $50 per share, each in a separate underwritten registered public offering. In addition, Chart has granted the underwriters in each respective offering a 30-day option to purchase up to an additional 888,550 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 net proceeds from the Offerings of Common Stock and Depositary Shares will be approximately $675.5 million and $337.8 million, respectively, in each case after deducting the applicable underwriting discount and before estimated offering expenses payable by Chart.

Chart intends to use the proceeds from the Offerings to fund in part the previously announced acquisition of Howden from affiliates of KPS Capital Partners, LP (the “Acquisition”) by reducing the amount of Series A Cumulative Participating Convertible Preferred Stock (“Series A Preferred Stock”) to be issued to Granite Holdings I B.V., a Dutch private limited liability company, under the equity purchase agreement in connection with the Acquisition.

Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. Unless earlier converted, each share of the Preferred Stock will automatically convert on or around December 15, 2025 into between 7.0520 and 8.4620 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 0.3526 and 0.4231 shares of Common Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to December 15, 2025. Dividends on the Preferred Stock will be payable on a cumulative basis when, as and if declared by Chart’s board of directors (or an authorized committee thereof) at an annual rate of 6.75% on the liquidation preference of $1,000 per share of Preferred Stock (or $50 per Depositary Share). Chart may pay declared dividends in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and Common Stock on March 15, June 15, September 15 and December 15 of each year, commencing on, and including, March 15, 2023 and ending on, and including, December 15, 2025. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Chart has applied to list the Depositary Shares on the New York Stock Exchange under the symbol “GTLS.PRB.”