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Debt and Credit Arrangements | 9 Months Ended
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Sep. 30, 2019
Debt Disclosure [Abstract] |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings:
| September 30, 2019 |  | December 31, 2018
Senior secured revolving credit facilities and term loan: |  |  |
Term loan due November 2024 (1) | $ | 450.0 |  |  | $ | — |
Senior secured revolving credit facility due November 2024 | 149.8 |  |  | — |
Senior secured revolving credit facility due November 2022 | — |  |  | 329.3 |
Unamortized debt issuance costs | (5.8 | ) |  | — |
Senior secured revolving credit facilities and term loan, net of debt issuance costs | 594.0 |  |  | 329.3 |
Convertible notes due November 2024: |  |  |
Principal amount | $ | 258.8 |  |  | $ | 258.8 |
Unamortized discount | (44.7 | ) |  | (50.4 | )
Unamortized debt issuance costs | (4.0 | ) |  | (4.5 | )
Convertible notes due November 2024, net of unamortized discount and debt issuance costs | 210.1 |  |  | 203.9 |
Foreign facilities | 4.3 |  |  | 11.2 |
Total debt, net of unamortized discount and debt issuance costs | 808.4 |  |  | 544.4 |
Less: current maturities | (15.9 | ) |  | (11.2 | )
Long-term debt | $ | 792.5 |  |  | $ | 533.2 |
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(1) | The term loan was drawn on July 1, 2019 in conjunction with the acquisition of AXC. See below for more information.
Senior Secured Revolving Credit Facilities and Term Loan On June 14, 2019, we entered into the Fourth Amended and Restated Credit Agreement, which includes a senior secured revolving credit facility (the “SSRCF”) with a borrowing capacity of $550.0 and a $450.0 term loan (together, the “2019 Credit Facilities”). The 2019 Credit Facilities replace our previous $550.0 senior secured revolving credit facility, which was scheduled to mature on November 3, 2022. The 2019 Credit Facilities mature on June 14, 2024. The 2019 Credit Facilities bear interest at a base rate plus a margin determined on a leveraged-based scale which ranges from 25 to 125 basis points for alternative base rate loans and 125 to 225 basis points for LIBOR loans. Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period for LIBOR loans). Significant financial covenants for the 2019 Credit Facilities include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after June 30, 2019, (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than specified maximum ratio levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than a specified minimum ratio level. The 2019 Credit Facilities include a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At September 30, 2019, we were in compliance with all covenants. The 2019 Credit Facilities also contain customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The 2019 Credit Facilities are guaranteed by Chart and substantially all of its U.S. subsidiaries and secured by substantially all of the assets of Chart and our U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined by the Credit Agreement) that are owned by U.S. subsidiaries. As of September 30, 2019, there was $450.0 in borrowings outstanding under the term loan bearing an interest rate of 3.29%. The term loan was a delayed draw loan and was not drawn until July 1, 2019 and has a defined amortization schedule, as defined by the credit agreement. Under the terms of the 2019 Credit Facility, 2.5% of the $450.0 term loan is payable annually in quarterly installments over the first two years, 5.0% is payable annually in quarterly installments over the third year, 7.5% is payable annually in quarterly installments over the fourth year and 10.0% is payable annually in quarterly installments over the fifth and final year. A ticking fee is required on the term loan, which ranges from 20 to 35 basis points of the unused balances which went into effect in July 2019 when drawn. For the three and nine months ended September 30, 2019, the ticking fee was $0.1. We recorded $6.1 in deferred debt issuance costs, which is included in long-term debt in the condensed consolidated balance sheet at September 30, 2019, associated with the term loan, which is being amortized over its five-year term beginning in July 2019. The SSRCF includes a $100.0 sub-limit for letters of credit, a $250.0 sub-limit for discretionary letters of credit and a $50.0 sub-limit for swingline loans. We are required to pay a commitment fee on the SSRCF which ranges from 20 to 35 basis points of the respective unused balances. The letter of credit participation fee equals the daily aggregate letter of credit exposure at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings (as defined, ranging from 1.25% to 2.25%, based on the calculated leverage ratio). A fronting fee must be paid on each letter of credit that is issued equal to 0.125% per annum of the stated dollar amount of the letter of credit. We paid $7.5 in deferred debt issuance costs related to the amended SSCRF and included $2.5 of the unamortized debt issuance costs from the prior senior secured revolving credit facility, which are presented in other assets in the condensed consolidated balance sheet at September 30, 2019 and are being amortized over the five-year term of the SSRCF. At September 30, 2019, unamortized debt issuance costs associated with the SSRCF were $9.5. In conjunction with the amendment of our credit facilities, we wrote off $0.2 in unamortized deferred debt issuance costs which related to the previous senior secured revolving credit facility. As of September 30, 2019, there was $149.8 in borrowings outstanding under the SSRCF bearing a weighted-average interest rate of 1.99% and $61.2 in letters of credit and bank guarantees outstanding supported by the SSRCF. At September 30, 2019, the SSRCF had availability of $339.0. The following table summarizes interest expense and financing costs amortization related to the 2019 Credit Facilities and our previous senior secured revolving credit facility:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2019 |  | 2018 |  | 2019 |  | 2018
Interest expense, term loan due November 2024 | $ | 4.6 |  |  | $ | — |  |  | $ | 4.6 |  |  | $ | — |
Interest expense, senior secured revolving credit facilities | 1.0 |  |  | 2.9 |  |  | 6.8 |  |  | 8.0 |
Interest expense, senior secured revolving credit facilities and term loan | $ | 5.6 |  |  | $ | 2.9 |  |  | $ | 11.4 |  |  | $ | 8.0 |
Financing costs amortization, senior secured revolving credit facilities and term loan | $ | 0.8 |  |  | $ | 0.1 |  |  | $ | 1.2 |  |  | $ | 0.4 |
2024 Convertible Notes On November 6, 2017, we issued 1.00% Convertible Senior Subordinated Notes due November 2024 (the “2024 Notes”) in the aggregate principal amount of $258.8, pursuant to an Indenture, dated as of such date (the “Indenture”). The 2024 Notes bear interest at an annual rate of 1.00%, payable on May 15 and November 15 of each year, beginning on May 15, 2018, and will mature on November 15, 2024 unless earlier converted or repurchased. The 2024 Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2024 Notes are senior in right of payment to our future subordinated debt, equal in right of payment with the Company’s future senior subordinated debt, and are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our existing credit agreement. A conversion of the 2024 Notes may be settled in cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (subject to, and in accordance with, the settlement provisions of the Indenture). The initial conversion rate for the 2024 Notes is 17.0285 shares of common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2024 Notes, which is equal to an initial conversion price of approximately $58.725 per share, representing a conversion premium of approximately 35% above the closing price of our common stock of $43.50 per share on October 31, 2017. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2024 Notes will have a dilutive effect with respect to our common stock. Since our closing common stock price of $62.36 at the end of the period exceeded the conversion price of $58.725, the if-converted value exceeded the principal amount of the 2024 Notes by approximately $16.0 at September 30, 2019. As described below, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to our common stock upon conversion of the 2024 Notes. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of Notes for each trading day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the applicable conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after August 15, 2024 until the close of business on the second scheduled trading day immediately preceding November 15, 2024, holders may convert their 2024 Notes at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may settle the conversion by paying or delivering either shares of our common stock, solely cash, or a combination of cash and shares of our common stock, at our election. It is our intention to settle the principal amount of the 2024 Notes in cash and excess conversion value in shares of our common stock. We reassess the convertibility of the 2024 Notes and the related balance sheet classification on a quarterly basis. As of September 30, 2019, events for early conversion were not met, and thus the 2024 Notes were not convertible as of and for the fiscal quarter beginning October 1, 2019. There have been no conversions as of the date of this filing. We allocated the gross proceeds of the 2024 Notes between the liability and equity components of the 2024 Notes. The initial liability component of $200.1, which was recorded as long-term debt, represents the fair value of similar debt instruments that have no conversion rights. The initial equity component of $58.7, which was recorded as additional paid-in capital, represents the debt discount and was calculated as the difference between the fair value of the liability component and gross proceeds of the 2024 Notes. The liability component was recognized at the present value of its associated cash flows using a 4.8% straight-debt rate and is being accreted to interest expense over the term of the 2024 Notes. We recorded $5.3 in deferred debt issuance costs associated with the 2024 Notes, which are being amortized over the term of the 2024 Notes using the effective interest method. We also recorded $1.5 in equity issuance costs, which was recorded as a reduction to additional paid-in capital. The following table summarizes interest accretion of the 2024 Notes discount, 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2019 |  | 2018 |  | 2019 |  | 2018
2024 Notes, interest accretion of convertible notes discount | $ | 2.0 |  |  | $ | 1.9 |  |  | $ | 5.7 |  |  | $ | 5.4 |
2024 Notes, 1.0% contractual interest coupon | 0.6 |  |  | 0.6 |  |  | 1.9 |  |  | 1.9 |
2024 Notes, total interest expense | $ | 2.6 |  |  | $ | 2.5 |  |  | $ | 7.6 |  |  | $ | 7.3 |
2024 Notes, financing costs amortization | $ | 0.2 |  |  | $ | 0.2 |  |  | $ | 0.5 |  |  | $ | 0.5 |
Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes In connection with the pricing of the 2024 Notes, we entered into convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including the initial purchasers of the 2024 Notes (the “Option Counterparties”). The Note Hedge Transactions are expected generally to reduce the potential dilution upon any future conversion of the 2024 Notes. Payments for the Note Hedge Transactions totaled approximately $59.5 and were recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet. We also entered into separate, privately negotiated warrant transactions (the “Warrant Transactions”) with the Option Counterparties to acquire up to 4.41 shares of our common stock. Proceeds received from the issuance of the Warrant Transactions totaled approximately $46.0 and were recorded as an addition to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The strike price of the Warrant Transactions will initially be $71.775 per share (subject to adjustment), which is approximately 65% above the last reported sale price of our common stock on October 31, 2017. The Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Note Hedge Transactions and Warrant Transactions effectively increased the conversion price of the 2024 Notes. The net cost of the Note Hedge Transactions and Warrant Transactions was approximately $13.5. 2018 Convertible Notes On August 1, 2018, our 2.00% Convertible Senior Subordinated Notes due August 2018 (the “2018 Notes”) matured. The aggregate outstanding principal was $57.1 at August 1, 2018. During the nine months ended September 30, 2018, we settled upon maturity the 2018 Notes for total cash consideration of $57.1. Additionally, $0.6 of interest, which had previously been accrued, was paid at settlement. The following table summarizes interest accretion of the 2018 Notes discount, 2.00% contractual interest coupon, and financing costs amortization associated with the 2018 Notes:
| Three Months Ended September 30, 2018 |  | Nine Months Ended September 30, 2018
2018 Notes, interest accretion of convertible notes discount | $ | 0.4 |  |  | $ | 1.9 |
2018 Notes, 2.0% contractual interest coupon | 0.1 |  |  | 1.0 |
2018 Notes, total interest expense | $ | 0.5 |  |  | $ | 2.9 |
Convertible Note Hedge, Capped Call and Warrant Transactions Associated with the 2018 Notes The convertible note hedge and capped call transactions associated with the 2018 Notes expired in August 2018, with immaterial exercises. Approximately 90% of the separate warrants associated with the 2018 Notes expired without exercise. Prior to the expiration date of February 26, 2019, a portion of the separate warrants were exercised. These exercises were not material. Foreign Facilities In various markets where we do business, we have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. As of September 30, 2019, and December 31, 2018, respectively, we had USD equivalent $4.3 and $11.2 in borrowing outstanding under these facilitates, with additional capacity of USD equivalent $21.1 and $65.6, respectively. The Company has foreign letters of credit and bank guarantees totaling USD equivalent $12.5 and $17.1 as of September 30, 2019 and December 31, 2018, respectively. The weighted-average interest rate on these borrowings was 2.4% and 4.8% as of September 30, 2019, and December 31, 2018, respectively. Letters of Credit Chart Energy & Chemicals, Inc., a wholly-owned subsidiary of the Company, had $1.0 in deposits in a bank outside of the SSRCF to secure letters of credit. The deposits are treated as restricted cash and restricted cash equivalents in the unaudited condensed consolidated balance sheets ($1.0 in other assets at both September 30, 2019 and December 31, 2018). Fair Value Disclosures The fair value of the 2024 Notes was approximately 124% of their par value as of both September 30, 2019 and December 31, 2018. The 2024 Notes are actively quoted instruments and, accordingly, the fair value of the 2024 Notes was determined using Level 1 inputs.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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