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 19, 2017
____________________________________
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.)

 
 
 
 
One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
 
44125
(Address of principal executive offices)
 
(ZIP Code)

Registrant’s telephone number, including area code: (440) 753-1490

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))

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.

On September 19, 2017, Chart Industries, Inc. (“Chart”) entered into an amendment (“Amendment No. 2”) to its Second Amended and Restated Credit Agreement (the “Revolving Credit Facility”) to exclude the Acquisition (as hereinafter defined) from the pro forma leverage ratio requirement of the Revolving Credit Facility.  Concurrently with Amendment No. 2, Chart has exercised its right under the revolving credit facility to elect an increase in the maximum permissible leverage ratio thereunder to 3.75 for the four fiscal-quarter period ending September 30, 2018.

The foregoing summary of Amendment No. 2 does not purport to be complete and is subject to and qualified in its entirety by Exhibit 10.1 filed herewith.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 20, 2017, Chart and Chart Sully Corporation, a wholly owned subsidiary of Chart (“Merger Sub”), completed the previously announced acquisition of RCHPH Holdings, Inc. (“Hudson Products”) pursuant to the terms of the Agreement and Plan of Merger, as amended (the “Merger Agreement”), by and between Chart, Merger Sub, Hudson Products and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement. The acquisition was accomplished by the merger of Merger Sub with and into Hudson Products, with Hudson Products surviving the merger as a wholly owned subsidiary of Chart (the “Acquisition”). The Acquisition purchase price was $410 million, net of cash and subject to a net working capital adjustment, with approximately $250 million of the purchase price funded through borrowings under Chart’s senior secured revolving credit facility and the remainder of the purchase price funded with cash on hand.

The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by Exhibit 2.1 and Exhibit 2.2 filed herewith.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.01 is incorporated by reference in this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On September 21, 2017, Chart issued a press release announcing the closing of the Acquisition. A copy of Chart’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference. Furthermore, Chart is updating its previously disclosed supplemental information with respect to the Hudson transaction to revise the expected pro forma leverage ratio after giving effect to the acquisition from below 3.0x to 3.3x.


    


All information in the press release 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 the Chart specifically incorporated it by reference. The press release includes, with respect to Hudson Products, a reference to the term EBITDA, which is a non-GAAP financial measure. EBITDA is defined as earnings before interest, tax, depreciation and amortization, and is a measure of operating performance. The Company has not included a reconciliation of Hudson’s EBITDA to net income, EBITDA's most directly comparable GAAP financial measure, because certain items have not yet occurred or are out of the Company's control and/or cannot be reasonably predicted.

Item 9.01    Financial Statements and Exhibits.

(a)
Financial statements of businesses acquired.  The financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
 
 
(b)
Pro forma financial information.  The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.

(d)     Exhibits.

Exhibit No.      Description
 
 
2.1
Agreement and Plan of Merger, among Chart Industries, Inc., Chart Sully Corporation, RCHPH Holdings, Inc., and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement, dated as of June 30, 2017 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2017 (File No. 001-11442)).
2.2.
Amendment No. 1, dated September 19, 2017, to Agreement and Plan of Merger, among Chart Industries, Inc., Chart Sully Corporation, RCHPH Holdings, Inc., and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement, dated as of June 30, 2017.
10.1
Amendment No. 2, dated September 19, 2017, to the Second Amended and Restated Credit Agreement, dated October 29, 2014, among Chart Industries, Inc., Chart Industries Luxembourg S.à r.l., Chart Asia Investment Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
99.1
Press release issued by Chart Industries, Inc., dated September 21, 2017, announcing the closing of the Hudson Products acquisition.


    



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 21, 2017



 
By: /s/ Jillian C. Evanko
Jillian C. Evanko
Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 







    



EXHIBIT INDEX
Exhibit No.      Description
 
 
2.1
2.2
10.1
99.1


    
Exhibit 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) dated as of September 19, 2017, by and among Chart Industries, Inc., a Delaware corporation (“ Buyer ”), Chart Sully Corporation, a Delaware corporation and wholly owned subsidiary of Buyer (“ Merger Sub ”), RCHPH Holdings, Inc., a Delaware corporation (the “ Company ”), and R/C Hudson Holdings, L.P., a Delaware limited partnership (the “ Holder Representative ”, solely in its capacity as the initial Holder Representative under the Agreement (as defined below)).
W I T N E S S E T H :
WHEREAS, Buyer, Merger Sub, the Company and the Holder Representative are parties to that certain Agreement and Plan of Merger dated as of June 30, 2017 (the “ Agreement ”);
WHEREAS, Section 12.11 of the Agreement provides for the amendment of the Agreement in accordance with the terms set forth therein; and
WHEREAS, Buyer, Merger Sub, the Company and the Holder Representative desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), Buyer, Merger Sub, the Company the Holder Representative hereby agree as follows:
SECTION 1 Capitalized Terms . Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
SECTION 2      The parenthetical in the first sentence of Section 12.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
“(other than the covenants set forth in Articles II , III , XI and XII and Sections 6.4 , 6.6 , 7.2 , 7.3 , 7.4 , 8.4 , 8.5 and 8.6 ).”
SECTION 3      Reference to and Effect on the Agreement .
(a)      Each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement, a reference to the Agreement in any of such instruments or documents to be deemed to be a reference to the Agreement as amended hereby.
(b)      Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.
SECTION 4      Counterparts . This Amendment may be executed in two or more counterparts (including by means of facsimile or portable document from (.PDF) copies), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


SECTION 5      Governing Law . This Amendment, and all claims or causes of action based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
[ Remainder of Page Intentionally Left Blank ]










    

2

 


IN WITNESS WHEREOF, the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
CHART INDUSTRIES, INC.


By:   /s/ Jillian C. Evanko
 
Name: Jillian C. Evanko
 
Title: Vice President and Chief Financial Officer


Signature Page to First Amendment to the Agreement and Plan of Merger
 






CHART SULLY CORPORATION


By:   /s/ Jillian C. Evanko
 
Name: Jillian C. Evanko
 
Title: Vice President and Chief Financial Officer


Signature Page to First Amendment to the Agreement and Plan of Merger
 






RCHPH HOLDINGS, INC.


By:   /s/ Hugh Grady Walker III
 
Name: Hugh Grady Walker III
 
Title: President and CEO


Signature Page to First Amendment to the Agreement and Plan of Merger
 






R/C HUDSON HOLDINGS, L.P., solely in its capacity as the initial Holder Representative hereunder

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By: R/C Energy GP IV, LLC, its general partner

By:    /s/ Thomas J. Walker
 
Name: Thomas J. Walker
 
Title: Managing Director


Signature Page to First Amendment to the Agreement and Plan of Merger
 



Exhibit 10.1
AMENDMENT NO. 2
Dated as of September 19, 2017
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 29, 2014
THIS AMENDMENT NO. 2 (this “ Amendment ”) is made as of September 19, 2017 by and among Chart Industries, Inc., a Delaware corporation (the “ Company ”), Chart Industries Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ), incorporated under the laws of Luxembourg (“ Chart Luxembourg ”), Chart Asia Investment Company, a private limited company incorporated under the laws of Hong Kong (“ Chart Hong Kong ” and, together with the Company and Chart Luxembourg, the “ Borrowers ”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”), under that certain Second Amended and Restated Credit Agreement dated as of October 29, 2014 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to a certain amendment to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendment to the Credit Agreement . Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a)      Section 1.01 of the Credit Agreement is amended to add the following definition thereto in the appropriate alphabetical order:
““ Hudson Acquisition ” means the acquisition pursuant to which the Company will acquire Hudson Products Corporation, all as more specifically described in the Company’s Current Report on Form 8-K dated June 30, 2017 and filed with the SEC.”
(b)      The definition of “ Pro Forma Basis ” appearing in Section 1.01 of the Credit Agreement is amended to restate the final paragraph thereof in its entirety as follows:
“ Pro forma calculations made pursuant to the definition of the term “ Pro Forma Basis ” shall be determined in good faith by a Responsible Officer of the Company and, for any fiscal period ending on or prior to the first anniversary of an Asset Acquisition or Asset Disposition (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04 or 6.05), may include adjustments to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from such Asset Acquisition, Asset Disposition or other similar transaction, to the extent that (1) the Company delivers to the Administrative Agent (i) a certificate of a Financial Officer of the Company setting forth such operating expense reductions and other operating improvements or synergies and (ii) information and calculations supporting in reasonable detail such estimated operating expense reductions and other operating improvements or synergies and (2) either (A) such adjustments are approved by the Administrative Agent in its reasonable credit judgment and are otherwise in accordance with Regulation S-X or (B) such adjustments are reasonably projected in good faith by the Company to be achieved in connection with any such event within the 12-month period following the consummation of such event, that are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company and that are set forth in reasonable detail in a certificate of a Responsible Officer of the Company (the “ Additional Adjustments ”); provided that (x) all adjustments pursuant to this clause (B) will be without duplication of any amounts that are otherwise included or added back in computing EBITDA in accordance with the definition of such term (including, without limitation, pursuant to the foregoing clause (A)), whether through pro forma adjustment or otherwise, (y) if Additional Adjustments are to be added to EBITDA pursuant to this clause (B), the aggregate amount of Additional Adjustments for any period being tested shall not exceed 10% of the EBITDA for such period (calculated prior to giving effect to the Additional Adjustments) and (z) if any operating expense reductions or other operating improvements or synergies included in any pro forma calculations based on the anticipation that such operating expense reductions or other operating improvements or synergies will be achieved within such 12-month period shall at any time cease to be reasonably anticipated by the Company to be so achieved, then on and after such time pro forma calculations required to be made hereunder shall not reflect such operating expense reductions or other operating improvements or synergies.”
(c)      Section 6.04(j) of the Credit Agreement is hereby amended to restate the parenthetical set forth therein in its entirety as follows:
“(provided that (i) no such Dollar limitation shall apply so long as, at the time of making any such Investment and after giving effect thereto, (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Leverage Ratio shall be less than 3.00:1.00 calculated on a pro forma basis as of the last day of the most recently ended fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.04 and (ii) no such Dollar limitation shall apply to the Hudson Acquisition)”
2.      Conditions of Effectiveness . The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Loan Parties and (iii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.
3.      Representations and Warranties of the Borrowers . Each Borrower hereby represents and warrants as follows:
(a)      This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
(b)      As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default or Default has occurred and is continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
4.      Reference to and Effect on the Credit Agreement .
(a)      Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)      Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)      The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)      This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5.      Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
6.      Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.      Counterparts . This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

CHART INDUSTRIES, INC.,
as the Company


By: /s/ Jillian Evanko (Harris)        
Name: Jillian Evanko (Harris)
Title: Vice President and Chief Financial Officer


CHART INDUSTRIES LUXEMBOURG S.À R.L., as a Foreign Borrower


By: /s/ Nicolaus    Schreurs        
Name: Nicolas Schreurs
Title: Class A Director


By: /s/ Petra Magerotte            
Name: Petra Magerotte
Title: Class B Director



CHART ASIA INVESTMENT COMPANY LIMITED, as a Foreign Borrower


By: /s/ William C. Johnson        
Name: William C. Johnson
Title: President and Chief Executive Officer


By: /s/ Jillian Evanko (Harris)        
Name: Jillian Evanko (Harris)
Title: Vice President and Chief Financial Officer


JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent


By: /s/ Anne Cloonan        
Name: Anne Cloonan
Title: Vice President


BANK OF AMERICA, N.A.,
as a Lender


By: /s/ Ryan Maples        
Name: Ryan Maples
Title: Sr. Vice President


FIFTH THIRD BANK,
as a Lender


By: /s/ J. David Izard        
Name: J. David Izard
Title: Vice President


HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender


By: /s/ James Monigan        
Name: James Monigan
Title: Associate Relationship Manager


CITIZENS BANK, N.A.,
as a Lender


By: /s/ Jonathan Gleit        
Name: Jonathan Gleit
Title: Senior Vice President


U.S. BANK NATIONAL ASSOCIATION,
as a Lender


By: /s/ Kenneth R. Fieler        
Name: Kenneth R. Fieler
Title: Vice President



MUFG UNION BANK, N.A.,
as a Lender


By: /s/ Mustafa Khan        
Name: Mustafa Khan
Title: Director




MORGAN STANLEY BANK, N.A.,
as a Lender


By: /s/ Christopher Winthrop        
Name: Christopher Winthrop
Title: Authorized Signatory


TRISTATE CAPITAL BANK,
as a Lender


By: /s/ Ellen Frank        
Name: Ellen Frank
Title: Senior Vice President


EXHIBIT A
Consent and Reaffirmation
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Second Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), dated as of October 29, 2014, by and among Chart Industries, Inc., a Delaware corporation (the “ Company ”), Chart Industries Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ), incorporated under the laws of Luxembourg (“ Chart Luxembourg ”), Chart Asia Investment Company, a private limited company incorporated under the laws of Hong Kong (“ Chart Hong Kong ” and, together with the Company and Chart Luxembourg, the “ Borrowers ”), the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”), which Amendment No. 2 is dated as of September 19, 2017 and is by and among the Borrowers, the financial institutions listed on the signature pages thereof and the Administrative Agent (the “ Amendment ”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Collateral Agreement and any other Loan Document executed by it and acknowledges and agrees that the Collateral Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above‑referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Dated September 19, 2017
[Signature Page Follows]

IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed and delivered as of the day and year above written.


 
CHART INC.
CAIRE INC.
CHART ENERGY & CHEMICALS, INC.
CHART INTERNATIONAL HOLDINGS, INC.
CHART ASIA, INC.
CHART INTERNATIONAL, INC.
CHART COOLER SERVICE COMPANY, INC.
THERMAX, INC.
AIRSEP CORPORATION


By: /s/ Jillian Evanko (Harris)
Name: Jillian Evanko (Harris)
Title: Vice President and Chief Financial Officer

 
 






US-DOCS\93756281.3
EXHIBIT99PRESSRELEASEIMAGE1A.JPG         

Exhibit 99.1
September 21, 2017

PRESS RELEASE
Chart Completes Acquisition of Hudson Products
Atlanta, GA | September 21, 2017 | Chart Industries, Inc. (“Chart”) (Nasdaq: GTLS) announced that on September 20, 2017 it completed the acquisition of Hudson Products Corporation (“Hudson”) for $410 million in cash from Riverstone Holdings LLC. The signing of the definitive agreement was previously announced June 30, 2017.
Founded in 1939, Hudson is a trusted leader in heat transfer solutions with an array of strong brands and products used in refining, HVAC, petrochemical, natural gas, power generation, industrial and commercial end markets. Hudson is a North American leader in air-cooled heat exchangers (“ACHXs”) and a global leader in axial flow cooling fans (“fans”). Its installed base of over 20,000 ACHXs and 250,000 fans globally provides stable aftermarket revenue streams, which account for approximately 37% of Hudson’s total net sales.
Hudson complements Chart’s Energy & Chemicals (“E&C”) segment with the addition of its Fin-Fan® brand and other ACHXs which broaden E&C’s end market diversity from primarily LNG, industrial and natural gas to include HVAC, petrochemical and power generation. The addition of Hudson’s fans business, known by the Tuf-Lite® brand, is a new product category for Chart, and allows E&C to offer a broader technology solution for our customers.
“Hudson and Chart’s innovative, engineering focused cultures will work well together to continue to develop full service solutions,” commented Chart’s CEO, Bill Johnson. “This acquisition expands our E&C LifeCycle aftermarket presence from $50 million to $125 million in annual revenue.”
Hudson is expected to generate net sales of approximately $205 million in 2017 and EBITDA margin of 20%. Management expects the transaction to be accretive to adjusted earnings per share in 2018. Annual cost synergies of approximately $7 million are expected to be realized within 18 months of closing. Hudson will report through Chart’s E&C segment.
Credit Suisse served as exclusive financial advisor and Jones Day served as legal advisor to Chart.
Goldman Sachs & Co. LLC served as exclusive financial advisor and Latham & Watkins LLP served as legal advisor to Hudson.

Certain statements made in this news release are, or imply forward-looking statements, such as statements concerning business plans, market trends, performance, and other information that is not historical in nature. These statements are made based on Chart’s expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially, such as vulnerability of markets to economic downturns, a delay or reduction in customer purchases, competition, fluctuations in energy prices or changes in government energy policy, management of fixed-price contract exposure, reliance on the availability of key supplies and services, pricing and availability of raw materials, and modification or cancellation of customer contracts. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Chart's filings with the Securities and Exchange

    
EXHIBIT99PRESSRELEASEIMAGE1A.JPG         

Commission, including Item 1A - Risk Factors, of Chart's most recent Annual Report on Form 10-K. Chart undertakes no obligation to update or revise any forward-looking statement.
Chart is a leading independent global manufacturer of highly engineered equipment for the industrial gas, energy, and biomedical industries. The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia, Europe and South America. For more information, visit: http://www.chartindustries.com.

Contact:
Chart Industries                    
Jillian Evanko                        
Chief Financial Officer                    
(770) 721-7739                        
Jillian.Evanko@chartindustries.com