UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
Chart Industries, Inc. (the “Company”) previously entered into warrant transactions (the “Warrant Transactions”) with each of Morgan Stanley & Co. International plc, Bank of America, N.A., and JPMorgan Chase Bank, National Association, London Branch (together, the “Option Counterparties”), each pursuant to a base warrants confirmation dated as of October 31, 2017 (the “Base Warrants Confirmation”) and an additional warrants confirmation dated as of November 1, 2017 (the “Additional Warrants Confirmation”), relating to $258,750,000 principal amount of 1.00% Convertible Senior Subordinated Notes due 2024 (the “Convertible Notes”).
On November 22, 2024, the Company entered into warrants unwind agreements with each of the Option Counterparties providing for the termination in full of the Warrant Transactions (together, the “Unwind Agreements”). Pursuant to each Unwind Agreement, the Company shall deliver shares of its common stock (the “Common Stock”) to the applicable Option Counterparty in an amount based on the Rule 10b-18 volume-weighted average price (“Rule 10b-18 VWAP”) for the Common Stock over the measurement period provided for in such Unwind Agreement, in accordance with an agreed pricing grid.
SIGNATURE
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: November 22, 2024 |
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| By: | /s/ Jillian C. Evanko | |||||
| Name: | Jillian C. Evanko | |||||
| Title: | President and Chief Executive Officer | |||||