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): September 7, 2021

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State of other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)
3055 Torrington Drive<br> <br>Ball Ground, Georgia	30107
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br>Symbol(s)	Name of Each Exchange<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 1.01.	Entry into a Material Definitive Agreement.

As previously disclosed by Chart Industries, Inc., a Delaware corporation (the “Company”), on December 14, 2020, Chart Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Chart”), invested the amount of CAD $20 million in HTEC Hydrogen Technology and Energy Corporation (“HTEC”) in exchange for 15.6% of HTEC’s common stock on a fully-diluted basis (the “Original Investment”).

On September 7, 2021 (the “Closing Date”), Chart and HTEC consummated a new transaction as a follow-on to the Original Investment, pursuant to which Chart purchased an additional 9.4% of HTEC’s common stock from HTEC for a purchase price equal to CAD $24.33 per share (i.e., approximately CAD $63 million in the aggregate) (the “New Investment”), such that the aggregate number of shares of HTEC common stock now held by Chart following the consummation of the New Investment represents 25% of HTEC’s common stock on a fully-diluted basis.

Simultaneously with the consummation of the New Investment, certain affiliated funds managed by I Squared Capital (collectively, “ISQ”), an infrastructure-focused private equity firm, also purchased a portion of HTEC’s common stock from both HTEC and certain HTEC shareholders (other than Chart) such that the aggregate number of shares of HTEC common stock held by ISQ represents 35% of HTEC’s common stock on a fully-diluted basis (the “ISQ Investment” and, together with the New Investment, the “Investments”). The ISQ Investment was completed at the same purchase price of CAD $24.33 per share (i.e., approximately CAD $153 million in the aggregate).

In connection with the Investments, the Company and ISQ entered into a Co-Investment Agreement, dated as of the Closing Date (the “Co-Investment Agreement”), pursuant to which the Company and ISQ have agreed to the following (among other things, and assuming the consummation of the Investments):

•	In the following circumstances, ISQ shall have the right to sell to the Company all (and not less than all) of the shares of HTEC common stock acquired as part of the ISQ Investment and which are still held by ISQ at such time (the “Put Option”): (i) the third anniversary of the Closing Date, (ii) the date the Company undergoes a change of control (subject to certain exceptions), (iii) the date upon which the Company, during the period from the Closing Date through the third anniversary of the Closing Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900 million, (iv) the date, if any, upon which the Company’s leverage ratio exceeds certain thresholds, and (v) the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving the Company. In the event of such a bankruptcy event, ISQ shall also have certain rights to be paid cash liquidated damages by the Company in lieu of ISQ exercising the Put Option, which shall be calculated as the difference between the ISQ Put Option Consideration (as defined below) and the then fair market value of the HTEC common stock (in the event such fair market value is less than the ISQ Put Option Consideration) then held by ISQ.
•	In the event that ISQ exercises its Put Option, the Company shall pay to ISQ an amount in cash (subject to a pro rata reduction in the event the Put Option is exercised prior to the third anniversary of the Closing Date) in exchange for the HTEC common stock then held by ISQ such that ISQ shall realize the greater of (i) an internal rate of return of 10% and (ii) a multiple on ISQ’s invested capital of 1.65x, in each case with respect to each share of HTEC common stock which is subject to the Put Option (the “ISQ Put Option Consideration”); provided, however, that in certain circumstances, the Company shall be permitted to pay all or some of such amount in the form of shares of the Company’s publicly traded common stock (up to 7% of the Company’s issued and outstanding common stock on a fully diluted basis following the payment of the ISQ Put Option Consideration with such shares).
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•	Conversely, at any time from and after the third anniversary of the Closing Date, the Company shall have the right to purchase from ISQ up to 20% of the shares of HTEC common stock acquired as part of the ISQ Investment and which are still held by ISQ at such time (the “Call Option”). In the event that the Company exercises its Call Option, the Company shall pay to ISQ an amount in cash in exchange for such common stock such that ISQ shall realize the greater of (i) an internal rate of return of 12.5% and (ii) a multiple on ISQ’s invested capital of 1.65x, in each case with respect to each share of HTEC common stock which is subject to the Call Option.
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•	In addition, the Company shall have (i) a right of first offer with respect to any shares of HTEC common stock acquired as part of the ISQ Investment that ISQ desires to transfer to any third party and (ii) a right of first refusal with respect to any such shares that ISQ has determined to sell to a third party pursuant to a definitive agreement therewith (provided that the purchase consideration paid by the Company to ISQ upon the Company’s exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party).
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•	In certain circumstances and subject to other requirements set forth in HTEC’s organizational documents and shareholder agreement, (i) following the 18-month anniversary of the Closing Date, to the extent requested by ISQ, the Company (and Chart) shall be required to consent to HTEC’s pursuit of an initial public offering (so long as the expected fair market value of the HTEC common stock at such time exceeds 3.5x the per share price set forth above for the Investments), and (ii) following the seven-year anniversary of the Closing Date, to the extent requested by ISQ, the Company (and Chart) shall be required to consent to a sale process (or similar process related to a liquidity event) of HTEC, and Chart shall be subject to certain customary drag-along rights with respect thereto.
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The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock.

The foregoing summary of the Co-Investment Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Co-Investment Agreement, a copy of which will be filed with the Company’s next quarterly report on Form 10-Q.

Item 7.01	Regulation FD Disclosure.

On September 8, 2021, the Company issued a press release announcing the New Investment and the execution of the Co-Investment Agreement. A copy of Chart’s press release is furnished as Exhibit 99.1.

All information in the press release and investor 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, 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 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

Item 9.01	Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
99.1	Press release issued by the Company, dated as of September 8, 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: September 8, 2021
	By:	/s/ Jillian C. Evanko
	Name:   Jillian C. Evanko
	Title:     President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Chart Industries and I Squared Capital Complete Investment in HTEC Hydrogen Technology & Energy Corporation

Atlanta, Georgia; Miami, Florida; and Vancouver, BC – September 8, 2021 – Chart Industries, Inc. (“Chart”) (NYSE: GTLS), a leading global manufacturer of liquefaction and cryogenic equipment serving multiple applications in the energy and industrial gas end markets, including hydrogen, today announced the completion of an expanded investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”). Chart’s existing ownership in HTEC, following an initial investment that was completed in December 2020, was 15.6% of its capital stock on a fully-diluted basis. The investment being announced today expanded Chart’s ownership to a total of 25% of HTEC’s capital stock on a fully-diluted basis. As part of the expanded ownership, Chart partnered with I Squared Capital, an independent global infrastructure investment manager focusing on clean energy, utilities, digital infrastructure, transport and social infrastructure, which acquired 35% of HTEC’s capital stock on a fully-diluted basis in this transaction. Together, Chart and I Squared Capital own 60% of HTEC. This investment provides HTEC with significant capital to fund new green hydrogen production projects and to expand its hydrogen fueling station portfolio serving both the light-duty and heavy-duty markets. Among other things, Chart’s agreement with I Squared Capital provides Chart with preferential rights with respect to the purchase of shares of HTEC capital stock from this transaction that I Squared Capital may decide to sell in the future. In certain circumstances, Chart’s purchase of HTEC shares from I Squared Capital may be completed using Chart’s common stock.

HTEC designs, builds and operates hydrogen infrastructure to support the increasing hydrogen demand landscape, including hydrogen fuel cell electric vehicles. HTEC is active across the hydrogen value chain in Canada, with multiple green hydrogen production projects in its backlog and six stations expected by year-end 2021. Through its Technology Solutions platform, HTEC is also a leader in providing consulting services for companies growing their presence in the hydrogen space. Together, HTEC and Chart bring a comprehensive set of solutions to the North American hydrogen market. HTEC has a suite of actionable green hydrogen production projects, existing retail fueling station networks and heavy-duty fueling station experience in British Columbia, Quebec and Alberta. Chart brings broad process technology, including hydrogen liquefaction, and a 56-year history of building hydrogen equipment, including but not limited to storage tanks, hydrogen trailers and heat exchangers.

In conjunction with this strategic investment, Chart’s and HTEC’s existing binding commercial Memorandum of Understanding (“MOU”) remains in place and is approved and supported by I Squared Capital. The MOU establishes the commercial collaboration and equipment supply arrangements for Chart to supply HTEC projects. HTEC’s strong customer base, including Shell, 7 Eleven, Toyota and Hyundai, along with its solid relationships with Canadian governments, will help facilitate opportunities to expand Chart’s equipment presence both geographically and across its global customer base.

“Our increased investment in HTEC and partnership with I Squared Capital is highly strategic. It capitalizes HTEC well to address near term opportunities where Chart can benefit as a core supply partner, while also providing flexibility to further consolidate our ownership position in a high-growth hydrogen business with a significant Canadian presence and customer base,” stated Jill Evanko, Chart’s CEO and President. “Canada is a high growth market for hydrogen, given the government’s commitments to the clean energy transition, with the hydrogen sector being a meaningful part of that commitment.”

“This additional vote of confidence from Chart and new investment from I Squared Capital gives HTEC the funding and partnerships necessary to accelerate our development of low carbon hydrogen solutions, which are crucial to rapidly hit global net-zero targets,” added Colin Armstrong, HTEC’s President and CEO. “We are pleased to be working very closely with both organizations.”

“I Squared Capital has tracked the growth of hydrogen in North America for some time and is excited to partner with two industry leading companies in HTEC and Chart in a sector that is so vital for the energy transition revolution,” said Thomas Lefebvre, Partner at I Squared Capital.

Winston & Strawn LLP and Stikeman Elliott LLP served as legal advisors to Chart on the transaction. I Squared Capital used Stikeman Elliott LLP and Kirkland & Ellis LLP as legal advisors and Greenhill & Co. as financial advisor. Fort Capital Partners acted as financial advisor to HTEC on the transaction, and Blake, Cassels & Graydon LLP as legal counsel.

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.

About I Squared Capital

I Squared Capital is an independent infrastructure investor with over $30 billion in assets under management and specializing in sourcing, managing, and building global infrastructure platforms in North America, Europe, Latin America and Asia. Headquartered in Miami, the firm has more than 160 professionals across its offices in Hong Kong, London, New Delhi, and Singapore. I Squared Capital has invested in a diverse portfolio of 35 companies in 51 countries across the energy, utilities, digital infrastructure, transport, and social infrastructure sectors, with over 15,000 employees and providing essential services to millions of people around the world.

About HTEC Hydrogen Technology & Energy Corporation

HTEC is unlocking the potential of hydrogen to reduce climate change and air pollution. The company designs, builds and operates hydrogen fuel supply solutions to support the deployment of hydrogen fuel cell electric vehicles. Partnering with government, industrial gas companies, key equipment suppliers, automotive companies, and energy companies, HTEC is delivering safe, reliable, convenient, sustainable and low-cost hydrogen to customers and consumers, how, when and where they need it. HTEC: Fueling the Drive to Hydrogen. www.htec.ca

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 Chart’s business plans, including statements regarding completed

acquisitions, cost synergies and efficiency savings, objectives, future orders, revenues, margins, earnings or performance, liquidity and cash flow, capital expenditures, business trends, 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 Chart are made based on management’s expectations and beliefs concerning future events impacting Chart and HTEC, and are subject to uncertainties and factors relating to Chart’s and HTEC’s operations and business environment, all of which are difficult to predict and many of which are beyond Chart’s or HTEC’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: Chart’s ability to successfully integrate recent acquisitions and minority investments and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions and investments; 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. Chart undertakes no obligation to update or revise any forward-looking statement.

For more information on, click here:

http://ir.chartindustries.com/

Investor RelationsContact:

Wade Suki

Director of Investor Relations

832-524-7489

wade.suki@chartindustries.com

For more information on HTEC,click here:

https://www.htec.ca/

HTECContact:

Shannon Halliday

VP, Sales & Marketing

604-904-0412 ext. 123

shalliday@htec.ca

I Squared Capital Contact:

Andreas Moon

Managing Director and Head of Investor Relations

+1 (786) 693-5739

andreas.moon@isquaredcapital.com