ATLANTA, Oct. 31, 2017 (GLOBE NEWSWIRE) — Chart Industries, Inc. (Nasdaq: GTLS) announced today the pricing of its offering of $225,000,000 aggregate principal amount of 1.00% Convertible Senior Subordinated Notes due 2024 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).Chart also granted to the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $33,750,000 aggregate principal amount of the Convertible Notes. The sale of the Convertible Notes to the initial purchasers is expected to settle on November 6, 2017, subject to customary closing conditions, and is expected to result in $218.7 million in net proceeds to Chart after deducting fees and estimated offering expenses payable by Chart (assuming no exercise of the initial purchasers’ option to purchase additional Convertible Notes).
The Convertible Notes will be senior subordinated, unsecured obligations of Chart.The Convertible Notes will bear interest at a fixed rate of 1.00% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2018.The Convertible Notes will mature on November 15, 2024, unless earlier purchased or converted.The Convertible Notes will not be redeemable at Chart’s option prior to maturity.
In addition, in connection with the pricing of the Convertible Notes, Chart entered into convertible note hedge transactions and warrant transactions (the “Call Spread Transactions”) with certain of the initial purchasers of the Convertible Notes and/or affiliates thereof and/or other financial institutions (the “Option Counterparties”). The convertible note hedge transactions are expected to reduce the potential dilution with respect to Chart’s common stock upon conversion of the Convertible Notes and/or reduce Chart’s exposure to potential cash payments that may be required upon conversion of the Convertible Notes. However, the warrant transactions will have a dilutive effect with respect to Chart’s common stock to the extent that the price per share of Chart’s common stock exceeds the strike price of the warrants unless Chart elects, subject to certain conditions, to settle the warrants in cash.The convertible note hedge transactions cover the number of shares of Chart’s common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The warrant transactions relate to the same number of shares of Chart’s common stock, subject to customary anti-dilution adjustments. The strike price of the convertible note hedge transactions will initially correspond to the initial conversion price of the Convertible Notes, subject to certain adjustments.The strike price of the warrant transactions will initially be $71.7750 per share, which represents a premium of 65% over the last reported sale price of Chart’s common stock on October 31, 2017, and is subject to certain adjustments under the terms of the warrant transactions.
Chart intends to use approximately $11.8 million of the net proceeds from the offering of the Convertible Notes to pay the cost of the convertible note hedge transactions (taking into account the proceeds to Chart from the sale of the warrants described above).If the initial purchasers exercise their option to purchase additional Convertible Notes, Chart expects to use a portion of the net proceeds from the sale of the additional Convertible Notes to pay the cost of entering into additional convertible note hedge transactions (after such cost is partially offset by the proceeds to Chart from any additional warrant transactions that Chart may enter into at such time).
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