Chart Industries, Inc. announced that, subject to market conditions and other conditions, it intends to offer up to $1,310,000,000 aggregate principal amount of senior secured notes due 2030 (the “Secured Notes”) and $750,000,000 aggregate principal amount of senior unsecured notes due 2031 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”).
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.