M&A - CHART INDUSTRIES INC
Form Type: 8-K
Filing Date: 2025-05-05
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525112831
Filing Summary: On April 30, 2025, Chart Industries Inc. entered into a Co-Investment Agreement with MSD Partners, L.P. related to the acquisition of all shares of common stock of HTEC Hydrogen Technology & Energy Corporation owned by ISQ HTEC HoldCo Limited. Following the purchase, ISQ will no longer hold any equity interests in HTEC. The agreement includes a Put Option allowing BDT&MSD to sell shares back to Chart Industries under specific conditions, and Chart also retains a Call Option to purchase up to 85% of the shares. There are terms regarding share valuation, rights of first offer, and concessions related to potential IPOs. Additionally, previous co-investment agreements were terminated concurrent with this transaction.
Additional details:
Effective Date: 2025-04-30
Share Purchase Agreement: between BDT&MSD, ISQ, the Company, and HTEC
Base Price Per Share: 51.20
Put Option Conditions: third anniversary of the Effective Date, change of control, distributions exceeding $900 million, leverage ratio thresholds, bankruptcy events, and credit defaults
Call Option Percentage: 85
Terminated Agreements: ["Co-Investment Agreement dated September 7, 2021","Tri-Party Agreement dated October 2, 2024"]
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