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-
This press release is for informational purposes only and 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.
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 statements regarding anticipated acquisitions, future cost synergies and efficiency savings, 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.
Contact:Greg Shewfelt Vice President, Finance,Chart Industries, Inc. 678-865-9141 Greg.shewfelt@chartindustries.com
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