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): February 16, 2021

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State of other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
3055 Torrington Drive<br> <br>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<br> <br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common stock, par value $0.01	GTLS	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 7.01	Regulation FD Disclosure.

On February 16, 2021, Chart Industries, Inc. (“Chart”) issued a press release announcing the acquisition of Cryogenic Gas Technologies, Inc. for $55 million in cash (subject to certain customary adjustments). A copy of Chart’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

On February 16, 2021, Chart posted a slide presentation on its investor relations website. A copy of Chart’s presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

All information in the press release and the slide presentation is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Chart specifically incorporates it by reference.

Item 9.01	Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit<br>No.	Description
99.1	Press release issued by Chart, dated February 16, 2021.
99.2	Investor Presentation posted by Chart, dated February 16, 2021.
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: February 16, 2021
	By:	/s/ Jillian C. Evanko
	Name:	Jillian C. Evanko
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Chart Industries Acquires Cryo Technologies

Atlanta, Georgia – February 16, 2021 – Chart Industries, Inc. (“Chart”) (NYSE: GTLS) today announced the acquisition of Cryogenic Gas Technologies, Inc. (“Cryo Technologies” or CT”) for $55 million in cash (subject to certain customary adjustments). Cryo Technologies is a global leader in custom engineered process systems to separate, purify, refrigerate, liquefy and distribute high value industrial gases such as hydrogen, helium, argon and hydrocarbons with design capabilities for cold boxes for hydrogen and helium use. The distribution systems Cryo Technologies supplies are located within the helium and hydrogen liquefaction facilities and are inclusive of trailer loading systems, which facilitates the first step in product distribution.

CT Founder and President Rick Hessinger, along with the entire highly skilled CT team (270 years of combined cryogenic experience!) will stay with Chart and continue to be located in their offices in Allentown, Pennsylvania (USA).

“We could not be more excited to welcome Rick and the Cryo Technologies team into the Chart family,” stated Jill Evanko, Chart’s CEO and President. “Their world class, differentiated cryogenic engineering expertise, global project experience in hydrogen and helium liquefaction coupled with our process technologies, brazed aluminum heat exchanger and cold box manufacturing capabilities creates the only multi-molecule full-solution liquefaction and equipment offering in the world.”

Couple the above complementary nature of the business with the fact that our companies have worked together for 20 years, and immediate and significant synergies exist. Both of our businesses have very active commercial order pipelines and there are multiple requests for hydrogen liquefaction and processing. The combination of our skillsets immediately increases capability and capacity for both CT and Chart’s active commercial opportunities (including design and installation). The combination of Chart and Cryo Technologies offers the market a unique one-stop shop for customers who want to liquefy and market the hydrogen molecule, regardless of plant capacity, but need an experienced and reliable equipment and process supplier for liquefaction and storage. Combined, we bring superior technology and fabrication capability in super insulation, vacuum system and helium leak detection, all of which are essential to produce the highest quality and best performing hydrogen and helium liquefaction systems. Additionally, Cryo Technologies’ expertise in helium liquefaction opens up the helium market to us and provides access to large helium liquefaction projects also requiring storage, ISO containers, and transport.

CT is expected to be immediately accretive to Chart. CT is expected to contribute approximately $30 million of revenue and $0.15 to $0.20 of non-diluted earnings per share on approximately 35.5 million weighted shares outstanding to Chart’s 2021 outlook (full updated 2021 guidance will be released on Thursday, February 18, 2021).

Winston & Strawn LLP served as legal advisor to Chart on the transaction. Saxton & Stump, LLC served as legal advisor to Mr. Hessinger, the controlling shareholder of Cryo Technologies.

Chart will hold an investor call to walk through the supplemental presentation included with this release on Tuesday, February 16, 2021 at 10:30am eastern time. Participants may join the conference call by dialing (877) 312-9395 in the U.S. or (970) 315-0456 from outside the U.S., entering conference ID 5393503. Please log-in or dial-in at least five minutes prior to the start time. A taped replay of the conference call will be archived on the Company’s website, www.chartindustries.com. You may also listen to a recorded replay of the conference call by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside the U.S. and entering Conference ID 5393503.

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 locations from the United States to Asia, 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.

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 the Company’s business plans, including statements regarding pending and completed acquisitions, including the CT acquisition, cost synergies and efficiency savings, objectives, future orders, revenues, margins, earnings or performance, liquidity and cash flow, capital expenditures, business trends, scope of market product offerings, governmental initiatives, including executive orders 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,” “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 the Company are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements include: the Company’s ability to successfully integrate recent acquisitions, including the CT acquisition, and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions; risks relating to the recent outbreak and continued uncertainty associated with the coronavirus (COVID-19) 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 and Quarterly Reports on Form 10-Q, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement.

For more information, click here:

http://ir.chartindustries.com/

Investor RelationsContact:

Wade Suki

Director of Investor Relations

832-524-7489

wade.suki@chartindustries.com

2

EX-99.2

Chart and Cryo Technologies, a liquefaction technology match made in hydrogen heaven February 16, 2021 Exhibit 99.2

Forward Looking Statements Certain statements made in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include statements concerning the Company’s business plans, including statements regarding completed and pending acquisitions, including the CT acquisition, cost synergies and efficiency savings, objeCTves, future orders, revenues, margins, earnings or performance, liquidity and cash flow, capital expenditures, business trends, scope of market product offerings, governmental initiatives, including executive orders 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," “outlook,” “guidance,” "continue," “target,” or the negative of such terms or comparable terminology. Forward-looking statements contained in this presentation or in other statements made by the Company are made based on management's expectations and beliefs concerning future events impaCTing (pun intended!) the Company and are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control, that could cause the Company's actual results to differ materially from those matters expressed or implied by forward-looking statements.  Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements include: the Company’s ability to successfully integrate recent acquisitions, including the CT acquisition, and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions; risks relating to the recent outbreak and continued uncertainty associated with the coronavirus (COVID-19) 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 and Quarterly Reports on Form 10-Q, which should be reviewed carefully.  The Company undertakes no obligation to update or revise any forward-looking statement. © 2021 Chart Industries, Inc. Confidential and Proprietary

H2 and He liquefaction and processing skillset immediately increases capability and capacity for both CT and Chart’s active hydrogen liquefaction pipeline of commercial opportunities (including design and installation) Long standing partnership between our companies spanning 20 years; Chart has provided all brazed aluminum heat exchangers (BAHX) for CT projects Both companies have global project experience (CT recently has completed 6 helium liquefiers/purifiers and 2 hydrogen liquefiers) A powerhouse of combined cryogenic process engineering experience – CT brings us experienced engineers in the process, rotating equipment, vacuum cold box and controls areas About Cryo Technologies and Chart Together Purchase price of $55 million, all cash; significant synergies expected Expected 2021 revenue contribution to Chart of $30 million and expected non-diluted earnings per share contribution of $0.15 to $0.20 © 2021 Chart Industries, Inc. Confidential and Proprietary Founder Rick Hessinger and the entire highly skilled CT team will stay with the business in Allentown, PA Cryo Technologies was formed in 1995 and offers custom engineered process systems to separate, purify, refrigerate, liquefy high value industrial gases such as hydrogen, helium, argon and hydrocarbons with design capabilities for cold boxes for hydrogen and helium use

Our Specialty Markets Keep Growing 700M 750M 2,100M Space Cryogenic liquid propellants are used as fuel for rocket propulsion Drivers of Size Opportunity Proliferation of private space travel industry Industrial Lasers High purity liquid nitrogen (gas assist) provides a faster cut and superior edge, free of impurities Drivers of Size Opportunity Uptime requirements in manufacturing Reducing steps in production Cannabis Liquid CO2 storage and supply / delivery systems Used in grow houses, CBD oil extraction and packaging Drivers of Size Opportunity Legalization of cannabis Regulatory approval for CBD. Food & Beverage Food preservation equipment Nitrogen dosing equipment Drivers of Size Opportunity Nitro-beverage changeover Water Treatment Improving water quality and wastewater reuse utilize liquid oxygen and CO2 in purification process Drivers of Size Opportunity Regulation on water treatment Population growth Over The Road Trucking LNG as alternative fuel to diesel for heavy duty vehicles (lower emissions, engine noise, etc.) Drivers of Size Opportunity Regulations Hydrogen H2 vehicle fueling stations, transport equipment and liquefaction storage at H2 production sites H2 storage and mobility equipment BAHX for H2 liquefaction H2 liquefaction Drivers of Size Opportunity Buildout of hydrogen fueling infrastructure Development of “green hydrogen” industry Government stimulus packages Brand name fast followers 500M 250M 200M 200M 200M Molecules By Rail Gas by rail tender cars approved for use Drivers of Size Opportunity Legalization of LNG by rain in the U.S. Expected growth in EU 600M Carbon & Direct Air Capture Air cooled heat exchangers Storage tanks BAHX and cold boxes Drivers of Size Opportunity Carbon emissions reduction targets CO2 supply shortage +$1 billion 250M Helium Liquefaction Helium Liquefaction Storage ISO Containers Transport Drivers of Size Opportunity Differentiated process Helium consistently in high demand Russia vast natural resources © 2021 Chart Industries, Inc. Confidential and Proprietary

December 31, 2020 Net Leverage Ratio © 2021 Chart Industries, Inc. Confidential and Proprietary Note that these ratios exclude the benefit from the mark to market of our McPhy investment; if included, pro forma net leverage ratio inclusive of Svante and Cryo Technologies would be 1.87