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.
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 theSecurities and Exchange Commission ("SEC") onNovember 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
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-
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
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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
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 ofChart Industries, Inc. , dated as ofDecember 5, 2022 . 99.3 Audited consolidated financial statements of Granite Holdings II B.V. as of and for the years endedDecember 31, 2021 and 2020, and the independent auditor's report thereon. 99.4 Unaudited condensed consolidated financial statements of GraniteHoldings II B.V. as ofSeptember 30, 2022 andDecember 31, 2021 and for the three and nine month periods endedSeptember 30, 2022 andOctober 1, 2021 . 99.5 Unaudited pro forma condensed combined financial data as ofSeptember 30, 2022 and for the nine months endedSeptember 30, 2022 and 2021 and the year endedDecember 31, 2021 . 104 Cover Page Interactive Data File.
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