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Debt and Credit Arrangements

12 Months Ended

Dec. 31, 2019

Summary of Outstanding Borrowings

The following table represents the components of our borrowings:



	December 31,
	2019			2018
Senior secured revolving credit facilities and term loan:
Term loan due June 2024 ⁽¹⁾	$	447.2		$	—
Senior secured revolving credit facility due June 2024 ⁽²⁾	119.0			—
Senior secured revolving credit facility due November 2022	—			329.3
Unamortized debt issuance costs	(5.5		)	—
Senior secured revolving credit facility and term loan, net of debt issuance costs	560.7			329.3

Convertible notes due November 2024:
Principal amount	258.8			258.8
Unamortized discount	(42.8		)	(50.4		)
Unamortized debt issuance costs	(3.8		)	(4.5		)
Convertible notes due November 2024, net of unamortized discount and debt issuance costs	212.2			203.9

Foreign facilities	4.4			11.2

Total debt, net of unamortized discount and debt issuance costs	777.3			544.4
Less: current maturities	15.7			11.2
Less: current portion of unamortized debt issuance costs	0.6			—
Long-term debt	$	761.0		$	533.2

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⁽¹⁾	As of December 31, 2019, there was $447.2 in borrowings outstanding under the term loan bearing an interest rate of 3.99%. The term loan is repayable annually in quarterly installments of 2.5% of the loan amount over the first two years, 5.0% for the third year, 7.5% for the fourth year and 10.0% for the fifth and final year.

⁽²⁾

The senior secured revolving credit facility due 2024 includes $100.0 sub limit for letters of credit, a $250.0 sub limit for discretionary letters of credit and a $50.0 sub-limit for swingline loans. As of December 31, 2019, there was $119.0 in borrowings outstanding under the senior secured revolving credit facility due 2024 bearing a weighted-average interest rate of 2.57% and $71.5 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2024. As December 31, 2019, the senior secured revolving credit facility due 2024 had availability of $359.5.

Scheduled Annual Maturities

The scheduled annual maturities of debt at December 31, 2019, are as follows:



Year	Amount
2020 ⁽¹⁾	$	15.7
2021	14.0
2022	25.3
2023	36.6
2024	737.8
Total	$	829.4

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⁽¹⁾	Includes $4.4 current maturities related to foreign facilities.

Cash paid for interest during the years ended December 31, 2019, 2018 and 2017 was $17.7, $15.9, and $9.3, respectively.

Senior Secured Revolving Credit Facilities and Term Loan

On June 14, 2019, we entered into the Fourth Amended and Restated Credit Agreement, which includes a senior secured revolving credit facility (the “SSRCF”) and a term loan (together, the “2019 Credit Facilities”). The 2019 Credit Facilities mature on June 14, 2024.


•	The SSRCF has a borrowing capacity of $550.0.


•	The term loan has a borrowing capacity of $450.0.


•	The 2019 Credit Facilities bear interest at a base rate margin determined on a leveraged-based scale which ranges from 25 to 125 basis points for alternative base rate loans and 125 to 225 basis points for LIBOR loans.


•	Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period for LIBOR loans).

Significant financial covenants for the 2019 Credit Facilities include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after June 30, 2019, (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than specified maximum ratio levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than a specified minimum ratio level. The 2019 Credit Facilities include a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At December 31, 2019, we were in compliance with all covenants.

The 2019 Credit Facilities also contain customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The 2019 Credit Facilities are guaranteed by Chart and substantially all of its U.S. subsidiaries and secured by substantially all of the assets of Chart and our U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined by the Fourth Amended and Restated Credit Agreement) that are owned by U.S. subsidiaries.

We recorded $6.1 in deferred debt issuance costs, which is included in long-term debt in the consolidated balance sheet at December 31, 2019, associated with the term loan, which is being amortized over its five-year term beginning in July 2019.

We paid $7.5 in deferred debt issuance costs related to the amended SSCRF and included $2.5 of the unamortized debt issuance costs from the previous senior secured revolving credit facility, which are presented in other assets in the consolidated balance sheet at December 31, 2019 and are being amortized over the five-year term of the SSRCF. At December 31, 2019, unamortized debt issuance costs associated with the SSRCF were $9.5. In conjunction with the amendment of our credit facilities, we wrote off $0.2 in unamortized deferred debt issuance costs which related to the previous senior secured revolving credit facility.

The following table summarizes interest expense and financing costs amortization related to the 2019 Credit Facilities and our previous senior secured revolving credit facility:



	Year Ended December 31,
	2019		2018		2017
Interest expense, term loan due June 2024	$	8.4	$	—	$	—
Interest expense, senior secured revolving credit facilities	7.5		11.8		2.7
Interest expense, senior secured revolving credit facilities and term loan due June 2024	$	15.9	$	11.8	$	2.7

Financing costs amortization, senior secured revolving credit facilities and term loan due 2024	$	2.0	$	0.6	$	0.6

2024 Convertible Notes

On November 6, 2017, we issued 1.00% Convertible Senior Subordinated Notes due November 2024 (the “2024 Notes”) in the aggregate principal amount of $258.8, pursuant to an Indenture, dated as of such date (the “Indenture”). The 2024 Notes bear interest at an annual rate of 1.00%, payable on May 15 and November 15 of each year, beginning on May 15, 2018, and will mature on November 15, 2024 unless earlier converted or repurchased.

The 2024 Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2024 Notes are senior in right of payment to our future subordinated debt, equal in right of payment with the Company’s future senior subordinated debt and are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our existing credit agreement.

A conversion of the 2024 Notes may be settled in cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (subject to, and in accordance with, the settlement provisions of the Indenture). The initial conversion rate for the 2024 Notes is 17.0285 shares of common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2024 Notes, which is equal to an initial conversion price of approximately $58.725 per share, representing a conversion premium of approximately 35% above the closing price of our common stock of $43.50 per share on October 31, 2017. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2024 Notes will have a dilutive effect with respect to our common stock. Because our closing common stock price of $67.49 at the end of the period exceeded the conversion price of $58.725, the if-converted value exceeded the principal amount of the 2024 Notes by approximately $38.6 at December 31, 2019. As described below, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to our common stock upon conversion of the 2024 Notes.

Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of Notes for each trading day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the applicable conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture.

On or after August 15, 2024 until the close of business on the second scheduled trading day immediately preceding November 15, 2024, holders may convert their 2024 Notes at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may settle the conversion by paying or delivering either shares of our common stock, solely cash, or a combination of cash and shares of our common stock, at our election. It is our intention to settle the principal amount of the 2024 Notes in cash and excess conversion value in shares of our common stock.

We reassess the convertibility of the 2024 Notes and the related balance sheet classification on a quarterly basis. As of December 31, 2019, events for early conversion were not met, and thus the 2024 Notes were not convertible as of and for the fiscal quarter beginning January 1, 2020. There have been no conversions as of the date of this filing.

We allocated the gross proceeds of the 2024 Notes between the liability and equity components of the 2024 Notes. The initial liability component of $200.1, which was recorded as long-term debt, represents the fair value of similar debt instruments that have no conversion rights. The initial equity component of $58.7, which was recorded as additional paid-in capital, represents the debt discount and was calculated as the difference between the fair value of the liability component and gross proceeds of the 2024 Notes. The liability component was recognized at the present value of its associated cash flows using a 4.8% straight-debt rate (as defined in Note 2) and is being accreted to interest expense over the term of the 2024 Notes.

We recorded $5.3 in deferred debt issuance costs associated with the 2024 Notes, which are being amortized over the term of the 2024 Notes using the effective interest method. We also recorded $1.5 in equity issuance costs, which was recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet.

The following table summarizes interest accretion of the 2024 Notes discount, 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes:



	Year Ended December 31,
	2019		2018
2024 Notes, interest accretion of convertible notes discount	$	7.6	$	7.2
2024 Notes, 1.0% contractual interest coupon	2.6		2.6
2024 Notes, total interest expense	$	10.2	$	9.8

2024 Notes, financing costs amortization	$	0.7	$	0.6

Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes

In connection with the pricing of the 2024 Notes, we entered into convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including the initial purchasers of the 2024 Notes (the “Option Counterparties”). The Note Hedge Transactions are expected generally to reduce the potential dilution upon any future conversion of the 2024 Notes. Payments for the Note Hedge Transactions totaled approximately $59.5 and were recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet.

We also entered into separate, privately negotiated warrant transactions (the “Warrant Transactions”) with the Option Counterparties to acquire up to 4.41 shares of our common stock. Proceeds received from the issuance of the Warrant Transactions totaled approximately $46.0 and were recorded as an addition to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The strike price of the Warrant Transactions will initially be $71.775 per share (subject to adjustment), which is approximately 65% above the last reported sale price of our common stock on October 31, 2017. The Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

The Note Hedge Transactions and Warrant Transactions effectively increased the conversion price of the 2024 Notes. The net cost of the Note Hedge Transactions and Warrant Transactions was approximately $13.5.

2018 Convertible Notes

On August 1, 2018, our 2.00% Convertible Senior Subordinated Notes due August 2018 (the “2018 Notes”) matured. The aggregate outstanding principal was $57.1 at August 1, 2018. During the nine months ended September 30, 2018, we settled upon maturity the 2018 Notes for total cash consideration of $57.1. Additionally, $0.6 of interest, which had previously been accrued, was paid at settlement.

The following table summarizes interest accretion of the 2018 Notes discount, 2.0% contractual interest coupon, loss on extinguishment of debt and financing costs amortization associated with the 2018 Notes:



	Year Ended December 31,
	2018		2017
2018 Notes, interest accretion of convertible notes discount	$	1.9	$	11.8
2018 Notes, 2.0% contractual interest coupon	1.0		4.3
2018 Notes, total interest expense	$	2.9	$	16.1

2018 Notes, loss on extinguishment of debt, bond cost portion	—		4.3
2018 Notes, write off of unamortized debt issuance costs	—		0.4
2018 Notes, total loss on extinguishment of debt ⁽¹⁾	$	—	$	4.7

2018 Notes, financing costs amortization	$	0.1	$	0.6

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⁽¹⁾	During the year ended December 31, 2017, we wrote off $0.2 of unamortized debt issuance costs related to our senior secured revolving credit facility. When combined with the total loss on extinguishment associated with the 2018 Notes, consolidated loss on extinguishment was $4.9.

Convertible Note Hedge, Capped Call and Warrant Transactions Associated with the 2018 Notes

The convertible note hedge and capped call transactions associated with the 2018 Notes expired in August 2018, with immaterial exercises. Approximately 90% of the separate warrants associated with the 2018 Notes expired without exercise. Prior to the expiration date of February 26, 2019, a portion of the separate warrants were exercised. These exercises were not material.

Foreign Facilities

In various markets where we do business, we have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. As of December 31, 2019 and 2018, respectively, we had U.S. dollar (“USD”) equivalent $4.4 and $11.2 in borrowing outstanding under these facilitates, with additional capacity of USD equivalent $23.1 and $65.6, respectively. Chart has foreign letters of credit and bank guarantees totaling USD equivalent $12.6 and $17.1 as of December 31, 2019 and 2018, respectively. The weighted-average interest rate on these borrowings was 1.3% and 4.8% as of December 31, 2019 and 2018, respectively.

Letters of Credit

Chart Energy & Chemicals, Inc., a wholly-owned subsidiary of the Company, had $1.0 in deposits in a bank outside of the SSRCF to secure letters of credit at both December 31, 2019 and 2018. The deposits are treated as restricted cash and restricted cash equivalents in the consolidated balance sheets ($1.0 in other assets at both December 31, 2019 and 2018).

Fair Value Disclosures

The fair value of the 2024 Notes was approximately 132% and 124% of their par value as of December 31, 2019 and 2018, respectively. The fair value of the 2018 Notes was approximately 99% of their par value as of December 31, 2018. The 2024 Notes are and the 2018 Notes were actively quoted instruments and, accordingly, the fair values of the 2024 Notes and 2018 Notes were determined using Level 1 inputs.