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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2023
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11442 | 34-1712937 | ||
| (State of other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2200 Airport Industrial Drive, Suite 100 Ball Ground, Georgia |
30107 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (770) 721-8800
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Common stock, par value $0.01 | GTLS | New York Stock Exchange | ||
| Depositary Shares, each Representing a 1/20th Interest in a Share of 6.75% Series B Mandatory Convertible Preferred Stock | GTLS PRB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the consummation of the Transaction (as defined below) is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 (including the exhibit hereto) is being furnished under “Item 7.01. Regulation FD Disclosure.” Such information (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Matters. |
On October 26, 2023, Chart Inc. and Howden USA Company (together, the “Chart Entities”), each of which is a Delaware corporation and a subsidiary of Chart Industries, Inc., a Delaware corporation, consummated the sale of certain assets related to the American Fan business to a subsidiary of Fairbanks Morse, LLC (the “Buyer”), which is a portfolio company of Arcline Investment Management, LP, for a purchase price of $111 million (the “Transaction”), pursuant to an Asset Purchase Agreement, dated as of October 26, 2023, by and among the Chart Entities and the Buyer.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
|
| 99.1 | Press Release, dated as of October 27, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Chart Industries, Inc. | ||||||
| Date: October 27, 2023 | ||||||
| By: | /s/ Jillian C. Evanko |
|||||
| Name: | Jillian C. Evanko | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Chart Industries Divests American Fan to Fairbanks Morse Defense
ATLANTA, October 27, 2023 – Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced that it simultaneously signed and closed on the divestiture of its American Fan business to Fairbanks Morse Defense (“FMD”), a portfolio company of Arcline Investment Management, for an all-cash purchase price of $111 million yesterday. The purchase price represents multiples in line with prior Chart transactions. American Fan designs, manufactures, and services high-performance axial and centrifugal fans for enduring U.S. Navy, Military Sealift Command, and U.S. Coast Guard platforms and specialty industrial applications. Cash proceeds have been used for debt paydown. The business operates in a dedicated facility in Fairfield, Ohio, which was included in the transaction. All employees of American Fan will be offered the opportunity to continue employment with FMD.
“This transaction brings our 2023 proceeds from divestitures to approximately $500 million for debt reduction, as originally anticipated and within seven months following the acquisition of Howden,” stated Jill Evanko, Chart CEO and President. “These actions allow us to accelerate our deleveraging plan, supporting the anticipated achievement of our target net leverage ratio range of 2.5 to 2.9 by mid-2024.”
“Now more than ever, Fairbanks Morse Defense remains committed to expanding our growing array of OEM equipment to ensure that our fleet is always mission-ready,” said George Whittier, FMD CEO. “American Fan has a long track record of delivering high-quality products to the U.S. Navy, and its addition to our portfolio strengthens our ability to meet the continually evolving needs of our military and marine customers.”
Advisors
Capital One Securities, Inc. served as exclusive financial advisor and Winston & Strawn LLP served as legal counsel to Chart.
BofA Securities served as financial advisor to Arcline Investment Management.
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 anticipated acquisitions, future cost synergies and efficiency savings, net leverage ratios, 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.
Forward-looking statements contained in this press release or in other statements made by Chart are made based on management’s expectations and beliefs concerning future events impacting Chart and are subject to uncertainties and factors relating to Chart’s operations and business environment, all of which are difficult to predict and many of which are beyond Chart’s control, that could cause Chart’s actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause Chart’s actual results to differ materially from those described in the forward-looking statements include: we may be unable to achieve our target net leverage ratio range, achieving our target net leverage ratio range may take longer than anticipated; and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the SEC, which should be reviewed carefully. Chart undertakes no obligation to update or revise any forward-looking statement.
About Chart Industries, Inc.
Chart Industries, Inc. is an independent global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handing for the Nexus of Clean™—clean power, clean water, clean food, and clean industrials, regardless of molecule. The company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social and corporate governance (ESG) issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the company maintains accountability and transparency to its team members, suppliers, customers and communities. To learn more, visit www.chartindustries.com
About Fairbanks Morse Defense
Fairbanks Morse Defense (FMD) builds, maintains, and services the most trusted naval power and propulsion systems on the planet. For nearly a century, Fairbanks Morse Defense has been a principal supplier of a growing array of leading marine technologies, OEM parts, and turnkey services to the U.S. Navy, U.S. Coast Guard, Military Sealift Command, and Canadian Coast Guard. FMD stands ready to rapidly support the systems that power military fleets without compromising safety or quality. In times of peace and war, the experienced engineers, sailors, and technicians of FMD demonstrate our commitment to supporting the mission and vision of critical global naval operations wherever and whenever needed. FMD is a portfolio company of Arcline Investment Management.
To learn more, visit www.FairbanksMorseDefense.com.
Chart Industries Investor Relations Contact:
John Walsh
VP, Investor Relations
1-770-721-8899
john.walsh@chartindustries.com