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Investments | 12 Months Ended
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Dec. 31, 2021
Investments, All Other Investments [Abstract] |
Investments | Investments Equity Method Investments The following table represents the activity in equity method investments:
|  | Equity Method Investments
Balance at December 31, 2019 |  | $ | 6.5 |
Equity in loss of unconsolidated affiliates, net (1) |  | (0.7) |
Foreign currency translation adjustments and other |  | (0.5) |
Balance at December 31, 2020 |  | $ | 5.3 |
New investments (2) (3) |  | 58.7 |
Reclassification from investments in equity securities to equity method investments (3) |  | 36.8 |
Equity in earnings of unconsolidated affiliates, net (1) (2) (3) |  | 0.4 |
Foreign currency translation adjustments and other |  | (1.6) |
Balance at December 31, 2021 |  | $ | 99.6 |
_______________ (1)Our equity method investments include a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $3.3 and $2.8 at December 31, 2021 and 2020, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore is not consolidated. We recognized equity in earnings of this investment of $0.5, $0.3 and $0.2 for the years ended December 31, 2021, 2020 and 2019, respectively. Equity in earnings of this investment is classified in equity in earnings of unconsolidated affiliates, net in the statement of income for the year ended December 31, 2021 and selling, general and administrative expenses in the statements of income for the years ended December 31, 2020 and 2019. Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $2.4 and $2.1 at December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, equity in earnings (loss) of this investment was $0.3 and $(1.0), respectively, and was not significant for the year ended December 31, 2019. Equity in earnings (loss) of this investment is classified in equity in earnings of unconsolidated affiliates, net in the statement of income for the year ended December 31, 2021 and unrealized (gain) loss on investment in equity securities in the statement of income for the year ended December 31, 2020. We have another immaterial investment in an unconsolidated affiliate of $0.4 for all periods presented. (2)During the second quarter 2021, we completed an investment in Cryomotive GmbH (“Cryomotive”) in the amount of 6.8 million euros (equivalent to $8.2) for a 24.9% ownership interest. Our equity method investment in Cryomotive was $7.1 at December 31, 2021. Equity in loss of this investment was $0.6 for the year ended December 31, 2021 and is classified in equity in earnings of unconsolidated affiliates, net in the statement of income for the year ended December 31, 2021. Cryomotive is a leading green-tech mobility startup in Germany developing a disruptive clean hydrogen storage and refueling technology platform focused on compressed cold hydrogen and cryogenic high-pressure storage. Cryomotive’s proprietary CcH2 CRYOGAS technology aims to decarbonize long-haul commercial vehicles while keeping the range and fueling times similar to diesel powered vehicles. (3)During the fourth quarter 2020, we completed an investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) in the amount of CAD 20.0 million (equivalent to $15.7) in exchange for 15.6% of HTEC’s common stock on a fully-diluted basis (the “Initial HTEC Investment”). On September 7, 2021 (the “Closing Date”), we completed an additional investment in HTEC in the amount of CAD 63.5 million (equivalent to $50.5), which increased our investment ownership to 25% of HTEC’s common stock on a fully-diluted basis. We recognized a gain of $20.7 upon remeasurement of the Initial HTEC Investment due to an observable price change in an orderly transaction for similar instruments of the same issuer, which was recognized in unrealized (gain) loss on investments in equity securities in the consolidated statement of income for the year ended December 31, 2021. We reclassified the Initial HTEC Investment inclusive of the $20.7 gain and foreign currency translation gains from investments in equity securities to equity method investments during 2021. Our equity method investment in HTEC was $86.4 at December 31, 2021. We recognized equity in earnings of this investment of $0.2 for the year ended December 31, 2021, which is classified in equity in earnings of unconsolidated affiliates, net in the statement of income for the year ended December 31, 2021. Investments in equity securities The following table represents the activity in investments in equity securities:
| Investment in Equity Securities, Level 1 (1) |  | Investment in Equity Securities, Level 2 (1) |  | Investments in Equity Securities, All Others (2) |  | Investments in Equity Securities Total
Balance at December 31, 2019 | $ | — |  |  | $ | 6.9 |  |  | $ | — |  |  | $ | 6.9 |
New investments | 35.1 |  |  | — |  |  | 15.7 |  |  | 50.8 |
Increase (decrease) in fair value of investments in equity securities | 17.0 |  |  | (2.9) |  |  | — |  |  | 14.1 |
Foreign currency translation adjustments and other | 1.7 |  |  | 0.1 |  |  | — |  |  | 1.8 |
Balance at December 31, 2020 | $ | 53.8 |  |  | $ | 4.1 |  |  | $ | 15.7 |  |  | $ | 73.6 |
New investments (2) (3) | — |  |  | — |  |  | 45.2 |  |  | 45.2 |
Reclassification due to acquisition of investee (3) | — |  |  | — |  |  | (7.6) |  |  | (7.6) |
Reclassification to equity method investments from investments in equity securities (4) | — |  |  | — |  |  | (36.8) |  |  | (36.8) |
(Decrease) increase in fair value of investments in equity securities | (19.7) |  |  | 2.2 |  |  | 20.7 |  |  | 3.2 |
Realized gain on investment in equity securities (3) | — |  |  | — |  |  | 2.6 |  |  | 2.6 |
Foreign currency translation adjustments and other | (2.8) |  |  | (0.1) |  |  | 0.5 |  |  | (2.4) |
Balance at December 31, 2021 | $ | 31.3 |  |  | $ | 6.2 |  |  | $ | 40.3 |  |  | $ | 77.8 |
_______________ (1)Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY – ISIN; FR0011742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $31.3 and $53.8 at December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, we recognized an unrealized loss of $19.7 and an unrealized gain of $17.0, respectively, in our investment in McPhy. Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of Stabilis was $6.2 and $4.1 at December 31, 2021 and 2020, respectively. For the years ended December 31, 2021, 2020 and 2019 we recognized and an unrealized gain of $2.2 and unrealized losses of $2.9 and $0.1, respectively, in our investment in Stabilis. (2)During the first quarter 2021, we completed an investment in Transform Materials LLC (“Transform Materials”) in the amount of $25.1, inclusive of legal fees, for approximately 5% of its equity. Transform Materials is a sustainable chemical technology company that uses microwave plasma to convert natural gas into acetylene and hydrogen. Its highly selective, cost-effective, net-carbon-negative process converts the methane in natural gas into high-value products suitable for direct use or downstream reactions. Also during the first quarter 2021, we completed an investment in Svante Inc. (“Svante”) in the amount of $15.1, inclusive of legal fees, for under 10% of its capital stock on a fully diluted basis. Svante offers companies in emissions-intensive industries a commercially viable way to capture large-scale CO2 emissions from existing infrastructure, either for safe storage or to be recycled for further industrial use in a closed loop. Our investments in Transform Materials and Svante represent equity instruments without a readily determinable fair value. (3)During the second quarter 2021, we completed an investment in Earthly Labs in the amount of $5.0 for approximately 15% of its equity. Earthly Labs is a leading provider of small-scale carbon capture systems offering an affordable, small footprint technology platform called “CiCi ®” to capture, recycle, reuse, track and sell CO2. Earthly Labs proprietary approach includes hardware, software and services to address half of all existing carbon dioxide emissions from industrial sources while converting molecules to value. On December 14, 2021 we completed the acquisition of the remaining 85% of the shares of Earthly Labs. On the acquisition date, we recognized a gain of $2.6 from the remeasurement of our initial 15% investment in Earthly Labs, which is classified as realized gain on investment in equity securities in the consolidated statement of income for the year ended December 31, 2021. See Note 13, “Business Combinations” for further information regarding the Earthly Labs acquisition. (4)We reclassified the Initial HTEC Investment inclusive of a $20.7 gain and foreign currency translation gains from investments in equity securities to equity method investments. Refer to the “Equity Method Investments” section above for further discussion. Co-Investment Agreement On the date of Chart’s additional investment in HTEC, described in the “Equity Method Investments” section above, I Squared Capital (“ISQ”), an infrastructure-focused private equity firm, also purchased HTEC common stock at the same purchase price of CAD 24.33 per share (i.e., approximately CAD 153.0 million in the aggregate), representing 35% of HTEC’s common stock. In connection with both Chart and ISQ’s investments in HTEC, Chart and ISQ entered into a Co-Investment Agreement, (the “Co-Investment Agreement”), pursuant to which Chart and ISQ have agreed to the following: •In the following circumstances, ISQ shall have the right but not the obligation to require Chart to purchase all (and not less than all) of the shares of HTEC common stock acquired as part of ISQ’s investment described above (the “Put Option”): i.the third anniversary of the Closing Date, ii.the date Chart undergoes a change of control (subject to certain exceptions), iii.the date upon which Chart, 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 $900.0, iv.the date, if any, upon which our leverage ratio exceeds certain thresholds and v.the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving Chart. •In the event that ISQ exercises its Put Option, we shall pay to ISQ an amount in cash 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. •Conversely, at any time after the third anniversary of the Closing Date, we 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. In exchange for the common stock, we shall pay ISQ 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 addition, we shall have (i) a right of first offer: if ISQ desires to transfer any of its HTEC common stock to any third party, we shall have the right to first offer provided that upon notice, we shall have the option to make a first offer to purchase the offered interest in cash exclusively and (ii) a right of first refusal: if ISQ desires to sell its HTEC common stock to any third party pursuant to a definitive agreement therewith, we shall have the right of first refusal provided that the purchase consideration paid by Chart to ISQ upon our exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party. •The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock. Accounting Treatment of Put and Call Options We record the Put and Call Options (together “the Options”) at fair value and record any change in fair value through earnings at each reporting period. The fair value of the Options was not material on the Closing Date or at December 31, 2021. Clean H2 Infra Fund (f/k/a FiveT Hydrogen Fund) As previously announced on April 5, 2021, we were admitted as an anchor investor in the Clean H2 Infra Fund (f/k/a the FiveT Hydrogen Fund), which is a private equity fund whose main objective is to support the hydrogen market by investing globally, directly or indirectly, in infrastructure projects or companies active in the hydrogen sector (the “Hydrogen Fund”). On December 15, 2021, we signed a subscription agreement for a 50 million euros investment commitment in the Hydrogen Fund, which consists of 500,000 Class A1 Shares at an initial value of 100 euros per Class A1 Share. In order to be considered an “anchor investor” in the Hydrogen Fund (which qualifies Chart to designate representatives to certain of its advisory committees), without any accommodation by the fund, Chart would have been required to commit to invest 100 million euros. However, the fund manager of the Hydrogen Fund (the “Management Company”) agreed to allow Chart and Baker Hughes to form an investment consortium (the “Consortium”) to aggregate separate 50 million euros investment commitments to create an aggregate commitment of 100 million euros (50 million euros from Chart and 50 million euros from Baker Hughes). The Consortium will be recognized by the Management Company so long as both Chart and Baker Hughes participate in the first closing of the Hydrogen Fund and their respective commitments remain at or above 50 million euros apiece. The Management Company will establish a Limited Partners Advisory Committee (the “LPAC”) to consult with and help advise the Management Company with respect to certain key decisions governing the fund that the Management Company shall make. The LPAC is expected to be comprised by up to fifteen (15) members, the majority of whom shall be chosen by certain industrial investors and who shall be (i) representatives of the anchor investors and (ii) subject to any remaining available seats, representatives of the non-anchor investors selected by the Management Company. Class A1 Shares are entitled to the return of any associated paid-up capital contributions (excluding any subscription premium or default interest, if any), the Preferred Return calculated thereon as described below, and their share of the Hydrogen Fund’s capital gain beyond the Preferred Return in accordance with the order of distributions in the by-laws of the Hydrogen Fund (in each case to the extent of available funds). The “Preferred Return” equals an annual interest rate of seven percent (7%) if fifteen percent (15%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments; provided, however, that such seven percent (7%) interest rate shall be reduced in a linear fashion to six and one-half percent (6.5%) if twenty percent (20%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments. The Management Company is currently targeting aggregate capital commitments from all investors of at least 1.5 billion euros; provided, however, that the Hydrogen Fund has a hard cap on investments equal to 1.8 billion euros. The Hydrogen Fund shall determine the net asset value of each class of its shares at the end of each quarter (including the Class A1 Shares that we shall hold), which will be used to record the fair value of our investment. The Hydrogen Fund will have a term of twelve (12) years, subject to certain potential extensions. Investors cannot request the redemption of their shares by the Hydrogen Fund at any time prior to the final liquidation of the fund. Capital calls will be made by the Management Company in accordance with investment opportunities and the financing needs of the Hydrogen Fund’s activities. The Management Company shall not issue capital calls for an aggregate amount exceeding thirty percent(30%) of the aggregate capital commitments from all investors in any rolling twelve-month period unless the LPAC has given prior consent. The Hydrogen Fund’s term will begin on the Hydrogen Fund’s first closing date, which the Management Company expects will be held as soon as practicable but no later than June 30, 2022. The Management Company is required to send capital call requests to investors at least ten (10) business days prior to their deadline for payment. In the event that, following any capital call made by the Management Company, an investor of the Hydrogen Fund does not timely fund all or any portion of its capital commitment required thereby, such investor will be charged interest thereon equal to the Preferred Return plus one-half percent (0.5%), and shall not be entitled to receive distributions from the Hydrogen Fund until it is no longer delinquent.

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