8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2023

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2200 Airport Industrial Drive, Suite 100 Ball Ground, Georgia	30107
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01	GTLS	New York Stock Exchange
Depositary Shares, each Representing a 1/20th Interest in a Share of 6.75% Series B Mandatory Convertible Preferred Stock	GTLS PRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Matters.

On March 13, 2023, Chart Industries, Inc. issued a press release announcing that it has received all regulatory approvals required to close the acquisition of Howden from affiliates of KPS Capital Partners, LP. The acquisition is expected to close in the near term pursuant to the terms of the purchase agreement, subject to the satisfaction of additional customary closing conditions. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Chart Industries, Inc., dated as of March 13, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Chart Industries, Inc.
Date: March 13, 2023
	By:	/s/ Jillian C. Evanko
	Name: Jillian C. Evanko Title:   President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Chart Industries Receives All Regulatory Clearances to Close the Acquisition of Howden

Atlanta, Georgia – March 13, 2023 - Chart Industries, Inc. (NYSE: GTLS) (“Chart”) has received all regulatory approvals required to close the acquisition of Howden from affiliates of KPS Capital Partners, LP. Subject to the satisfaction of additional customary closing conditions, we expect to close such acquisition in the near term pursuant to the terms of the purchase agreement.

Howden is a leading global provider of mission critical air and gas handling products providing service and support to customers around the world in highly diversified end-markets and geographies. Howden manufactures highly engineered fans, compressors, rotary heat exchangers, steam turbines, and other air and gas handling products, services, and solutions. With over 160 years of experience as a world-class application engineering and manufacturing company, Howden enables customers to achieve environmental and operational targets and efficiencies, including decarbonization of operations.

Chart will issue a press release upon closing which will include updated calendar year 2023 guidance for the combined business.

Future Company Events

Chart is scheduled to present at the Bank of America Global Industrials Conference in London, England on March 21, 2023 at 12:15 p.m. Greenwich Mean Time (8:15 a.m. Eastern Time).

Chart Industries will host an Investor Day at the New York Stock Exchange on Tuesday, November 28, 2023. Registration information will be posted to our investor relations website prior to the event.

FORWARD-LOOKING STATEMENTS

Certain statements made in this press release are forwa

rd-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 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.

Forward-looking statements contained in this press release or in other statements made by Chart are made based on management’s expectations and beliefs concerning future events impacting Chart and are subject to uncertainties and factors relating to Chart’s operations and business environment, all of which are difficult to predict and many of which are beyond Chart’s control, that could cause Chart’s actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause Chart’s actual results to differ materially from those described in the forward-looking statements include: the conditions to the completion of the

acquisition may not be satisfied; closing of the acquisition may be delayed; and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the SEC, which should be reviewed carefully. Chart undertakes no obligation to update or revise any forward-looking statement.

About Chart Industries, Inc.

Chart Industries, Inc. is a leading independent global manufacturer of highly engineered equipment servicing multiple applications in the Energy and Industrial Gas markets. Our unique product portfolio is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 Capture amongst other applications. We are committed to excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 25 global manufacturing locations from the United States to China, Australia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities. To learn more, visit www.Chartindustries.com.

For more information, click here:

http://ir.chartindustries.com/

Contacts:

John Walsh

VP, Investor Relations

770-721-8899

john.walsh@chartindustries.com

XML

Document and Entity Information	Mar. 13, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	CHART INDUSTRIES INC
Amendment Flag	false
Entity Central Index Key	0000892553
Document Type	8-K
Document Period End Date	Mar. 13, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-11442
Entity Tax Identification Number	34-1712937
Entity Address, Address Line One	2200 Airport Industrial Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Ball Ground
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30107
City Area Code	(770)
Local Phone Number	721-8800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, par value $0.01
Trading Symbol	GTLS
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each Representing a 1/20th Interest in a Share of 6.75% Series B Mandatory Convertible Preferred Stock
Trading Symbol	GTLS PRB
Security Exchange Name	NYSE