UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On August 18, 2023, Chart Industries, Inc. issued a press release announcing the consummation of its sale of the equity interests and assets related to the Roots Rotary Blowers business to Ingersoll Rand Inc. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 (including the exhibits hereto) is being furnished under “Item 7.01. Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed 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 filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Chart Industries, Inc., dated as of August 18, 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: August 18, 2023 |
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| By: | /s/ Jillian C. Evanko | |||||
| Name: | Jillian C. Evanko | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Chart Industries completes the sale of its Roots™ business to Ingersoll Rand
Atlanta, Georgia (USA), August 18, 2023 – Chart Industries, Inc. (NYSE: GTLS) (“Chart”) announced that today it has closed its sale of the Roots™ business (“Roots”) to Ingersoll Rand Inc. (NYSE: IR) (“Ingersoll Rand”) for an all-cash purchase price of $300 million, representing an attractive low-teens adjusted EBITDA multiple. The proceeds from the sale are being used for debt paydown.
Roots is a leading provider of low-pressure compression and vacuum technologies. As part of the transaction, Ingersoll Rand assumed ownership of the Connersville, Indiana (USA) manufacturing facility and is retaining approximately 300 team members.
“The completion of the sale of Roots™ to Ingersoll Rand, a proven strategic partner to us, is a key step in the acceleration of our deleveraging plan,” stated Jill Evanko, Chart’s CEO and President. “This is one of many steps that allow us to anticipate reaching our target 2.5 to 2.9 net leverage ratio by the middle of 2024 as well as focusing on achieving our year-one annualized cost and commercial synergy targets of $175 million and $150 million, respectively.”
The Roots business was moved to discontinued operations effective as of March 17, 2023.
Chart’s banking covenant net leverage ratio as of June 30, 2023 was 3.86X, or 3.72X, on a pro forma basis after giving effect to the Roots™ divestiture and assuming approximately $80 million of cash from the previously announced Cofimco divestiture had been available for debt paydown.
Advisors
BofA Securities served as exclusive financial advisor and Winston & Strawn LLP is serving as legal counsel to Chart. Citi served as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to Ingersoll Rand.
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 anticipated acquisitions, future cost synergies and efficiency savings, net leverage ratios, 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 closing of the sale of Cofimco may not be satisfied and it may not be consummated; the closing of the sale of Cofimco may be significantly delayed; sales, EBITDA, earnings per share, free cash flow and operational cash flow available for debt paydown may be lower than expected; 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.
Use of Non-GAAP Financial Information
This press release contains non-GAAP financial information. Chart believes these forward-looking non-GAAP measures are of interest to investors and facilitate useful illustrations of Chart’s estimated future financial results, and this information is used by Chart in evaluating internal performance. Chart is not able to provide a reconciliation of each non-GAAP financial measure presented because certain items may have not yet occurred or are out of Chart’s control and/or cannot be reasonably predicted.
About Chart Industries, Inc.
Chart Industries, Inc. is an independent global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handing for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social and corporate governance (ESG) issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the company maintains accountability and transparency to its team members, suppliers, customers and communities. To learn more, visit www.chartindustries.com
Chart Industries Investor Relations Contact:
John Walsh
VP, Investor Relations
1-770-721-8899
john.walsh@chartindustries.com
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