Item 7.01 Regulation FD Disclosure

As provided in General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be 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 a filing. By furnishing this information, we make no admission as to the materiality of any information in this report that is being disclosed solely pursuant to Regulation FD.

Chart Industries, Inc., a Delaware corporation ("Chart"), hereby furnishes the following information regarding its business that was prepared in connection with the financing activities related to the proposed $4.4 billion acquisition (the "Acquisition") of the business of Howden (as defined below).

Sources and Uses of Funds

We intend to use the proceeds from the Offering (as defined below), and the issuance of Preferred Stock, and borrowings under a new term loan B facility under our senior secured credit facility (the "Term Loan Facility"), to fund the Acquisition and to pay fees and expenses in connection with the Transactions (as defined hereafter), including the payment of certain of Howden's debt at the closing of the Acquisition (the "Transactions").



The following table sets forth the estimated sources and uses of funds in
connection with the Transactions, assuming that they occurred within 30 days of
the Offering and based on estimated amounts outstanding on that date. The actual
sources and uses of funds may vary from the estimated sources and uses of funds
set forth below.

Sources of Funds                                Uses of Funds
(dollars in millions)                           (dollars in millions)
Term Loan                          $1,315.0     Net consideration for Transactions(4)     $4,347.7
Secured Notes(1)                    1,310.0     Transaction fees and expenses (5)            112.3
Unsecured Notes(2)                    750.0     Cash to Combined Chart                        15.0
Preferred Stock(3)                    1,100

Total sources of funds             $4,475.0     Total uses of funds                       $4,475.0

(1) Reflects aggregate principal amount of Secured Notes offered.

(2) Reflects aggregate principal amount of Unsecured Notes offered.

(3) Reflects the face amount of Preferred Stock that we agreed to issue to the


    Primary Seller (as defined below) as consideration for the Acquisition. See
    our Current Report on Form 8-K, filed with the Securities and Exchange
    Commission ("SEC") on November 9, 2022 for a description of such Preferred
    Stock. In lieu of Preferred Stock, subject to market conditions, we may offer
    common stock and/or mandatory convertible equity securities linked to our
    common stock in one or more public offerings or private placements on terms
    and at prices that are yet to be determined and use the net proceeds from
    such offerings to reduce the amount of Preferred Stock. We cannot assure you
    that any such offerings will be consummated. Any such offering will only be
    conducted through one or more prospectuses filed under an effective
    registration statement or pursuant to one or more private placements exempt
    from registration under the Securities Act (as defined below).

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(4) Represents estimated aggregate consideration payable to the Sellers (as


    defined below) on the closing of the Transactions of approximately
    $4.4 billion, net of cash on Howden's balance sheet, which remains subject to
    certain purchase price adjustments.

(5) Represents estimated fees and expenses associated with the Transactions,

including financing fees, advisory fees and other transaction costs and

professional fees.

Non-GAAP Financial Measures

A copy of the reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measure is furnished pursuant to this Item 7.01 as Exhibit 99.1 and is incorporated by reference herein.




Item 8.01 Other Events


Proposed Offering

On December 5, 2022, Chart issued a press release announcing the commencement of a proposed offering (the "Offering") of 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"), subject to market and other conditions. Chart intends to use the proceeds from the Offering, together with convertible preferred stock Chart may issue to the Primary Seller and borrowings under a new term loan B facility, to fund the previously announced acquisition of Howden and pay all associated costs and expenses. A copy of the press release announcing the Offering is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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 Current Report on Form 8-K 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.

Financial Statements

As previously announced, on November 8, 2022, Chart entered into the Equity Purchase Agreement (the "Purchase Agreement") by and among Chart and Granite Holdings I B.V., a Dutch private limited liability company ("Primary Seller"), Granite Holdings II B.V., a Dutch private limited liability company ("BV II"), and Granite US Holdings GP, LLC, a Delaware limited liability company (the "US GP Seller" and, together with Primary Seller and BV II, the "Sellers"), Granite US Holdings LP, a Delaware limited partnership ("Granite US"), Granite Acquisition GmbH, a German limited liability company ("Granite Germany"), Granite Canada Holdings Acquisition Corp., a corporation formed pursuant to the laws of British Columbia ("Granite Canada"), and HowMex Holdings, S. de R.L. de C.V., a Mexican limited liability company ("Granite Mexico" and, together with BV II, Granite US, Granite Germany and Granite Canada, the "Acquired Companies"). Pursuant to the Purchase Agreement and subject to the terms and conditions set forth therein, Chart will acquire, directly or indirectly, from the Sellers all of the equity interests of the Acquired Companies, which collectively constitutes the business of Howden ("Howden").

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In connection with the Acquisition, Chart is filing herewith (i) the audited consolidated financial statements of BV II as of and for the years ended December 31, 2021 and 2020, together with the notes thereto and the independent auditor's report thereon, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference, (ii) the unaudited condensed consolidated interim financial statements of BV II as of September 30, 2022 and December 31, 2021 and for the three and nine month periods ended September 30, 2022 and October 1, 2021, together with the notes thereto, which is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference and (iii) the unaudited pro forma condensed combined financial data for Chart and BV II as of September 30, 2022 and for the nine months ended September 30, 2022 and the year ended December 31, 2021, together with the notes thereto, which is filed as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K 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, revenues, 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.

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Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



Exhibit
  No.                                    Description

23.1          Consent of Independent Auditor.

99.1          Non-GAAP Reconciliations.

99.2          Press Release of Chart Industries, Inc., dated as of December 5,
            2022.

99.3          Audited consolidated financial statements of Granite Holdings II
            B.V. as of and for the years ended December 31, 2021 and 2020, and the
            independent auditor's report thereon.

99.4          Unaudited condensed consolidated financial statements of Granite
            Holdings II B.V. as of September 30, 2022 and December 31, 2021 and
            for the three and nine month periods ended September 30, 2022 and
            October 1, 2021.

99.5          Unaudited pro forma condensed combined financial data as of
            September 30, 2022 and for the nine months ended September 30, 2022
            and 2021 and the year ended December 31, 2021.

104         Cover Page Interactive Data File.

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