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Debt and Credit Arrangements | 6 Months Ended
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Jun. 30, 2024
Debt Disclosure [Abstract] |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings:
| June 30, 2024 |  | December 31, 2023
Senior secured and senior unsecured notes: |  |  |
Principal amount, senior secured notes due 2030 | $ | 1,460.0 |  |  | $ | 1,460.0 |
Principal amount, senior unsecured notes due 2031 | 510.0 |  |  | 510.0 |
Unamortized discount | (25.2) |  |  | (26.9) |
Unamortized debt issuance costs | (30.9) |  |  | (32.9) |
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 1,913.9 |  |  | 1,910.2 |
Senior secured revolving credit facilities and term loans: |  |  |
Term loans due March 2030 | 1,631.0 |  |  | 1,631.0 |
Senior secured revolving credit facility due April 2029 | 247.5 |  |  | 102.8 |
Unamortized discount | (33.6) |  |  | (35.8) |
Unamortized debt issuance costs | (30.4) |  |  | (32.5) |
Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs | 1,814.5 |  |  | 1,665.5 |
Convertible notes due November 2024: |  |  |
Principal amount | 258.7 |  |  | 258.7 |
Unamortized debt issuance costs | (0.4) |  |  | (0.9) |
Convertible notes due November 2024, net of unamortized debt issuance costs | 258.3 |  |  | 257.8 |
Other debt facilities | 2.1 |  |  | 1.4 |
Total debt, net of unamortized debt issuance costs | 3,988.8 |  |  | 3,834.9 |
Less: current maturities (1) | 259.8 |  |  | 258.5 |
Long-term debt | $ | 3,729.0 |  |  | $ | 3,576.4 |
_______________ (1)Our convertible notes due November 2024, net of unamortized debt issuance costs, are included in current maturities for both periods presented. Also included in current maturities for the current period is $1.4 of other debt facilities. Senior Secured and Unsecured Notes On December 22, 2022, we completed the issuance and sale of (i) $1,460.0 aggregate principal amount of 7.500% Secured Notes at an issue price of 98.661% and (ii) $510.0 aggregate principal amount of 9.500% Unsecured Notes (together with the Secured Notes, the “Notes”), at an issue price of 97.949%. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. The effective interest rate on the Secured Notes and Unsecured Notes is 7.8% and 9.9%, respectively, after accounting for original issue discounts and debt issuance costs. The Notes were issued to finance the Howden Acquisition. Chart deposited the gross proceeds from the offering of each series of Notes into an escrow account (each, an “Escrow Account”). The funds were held in the respective Escrow Account until certain release conditions were met including the consummation of the Howden Acquisition. Senior Secured Revolving Credit Facility and Term Loans Senior Secured Revolving Credit Facility Our fifth amended and restated credit agreement dated as of April 8, 2024, as amended (the “Credit Agreement”) provides for a senior secured revolving credit facility (the “SSRCF”). The SSRCF had a borrowing capacity of $1,250.0 and includes sub limits for letters of credit and swingline loans. At June 30, 2024, there were $247.5 in borrowings outstanding under the SSRCF bearing an interest rate of 7.2% (6.2% as of December 31, 2023) and $270.3 in letters of credit and bank guarantees outstanding supported by the SSRCF. As of June 30, 2024, we had unused borrowing capacity of $732.2. A portion of borrowings outstanding under the SSRCF are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 78.0 million (equivalent to $83.5) at June 30, 2024 and euro 88.5 million (equivalent to $97.8) at December 31, 2023. During the three months ended June 30, 2024 and 2023, we recognized unrealized foreign currency gains of $0.9 and $0.1, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. During the six months ended June 30, 2024 and 2023, we recognized an unrealized foreign currency gain of $3.0 and an unrealized foreign currency loss of $1.6, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. These unrealized foreign currency gains and losses are classified within other expense, net in the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. Significant financial covenants for the SSRCF include financial maintenance covenants that (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than the Maximum Total Net Leverage 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 the Minimum Interest Coverage Ratio Levels. The SSRCF includes a number of other customary covenants. At June 30, 2024, we were in compliance with all covenants. Term Loans On October 2, 2023, Chart refinanced the remaining aggregate principal amounts of our term loans plus accrued interest in exchange for term loans in the aggregate principal amount of $1,781.0 (“Amendment No. 5 Term Loan”) which matures on March 18, 2030. On December 4, 2023, Chart voluntarily prepaid a portion of the Amendment No. 5 Term Loan in the amount of $150.0, which effectively prepaid all equal quarterly installments for the life of the loan, and as of June 30, 2024, the aggregate principal amount of $1,631.0 is due at the March 18, 2030 maturity date. As of June 30, 2024, the Amendment No. 5 Term Loan bore an interest rate of 8.7% (8.7% as of December 31, 2023). The effective interest rate on the Amendment No. 5 Term Loan is 9.1% after accounting for original issue discount and debt issuance costs. On July 2, 2024, we entered into an amendment which amends our fifth amended and restated term loan credit agreement. Refer to Note 20 “Subsequent Event” for further discussion. Significant financial covenants and customary events of default for the Amendment No. 5 Term Loan are substantially identical to those in the SSRCF. 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”) and First Supplemental Indenture dated December 31, 2020. 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 effective interest rate on the 2024 Notes is 1.4% after accounting for debt issuance costs. 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. 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 $144.34 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 $377.2 at June 30, 2024. 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. As of July 1, 2024, the 2024 Notes continue to be convertible at the option of the shareholders. This conversion right, which remains available through the November 15, 2024 maturity date, was triggered since the closing price of our common stock was greater than or equal to $76.3425 (130% of the conversion price of the 2024 Notes) for at least 20 trading days during the last 30 trading days ending on June 30, 2024. The $258.7 principal amount of the 2024 Notes is due in November 2024 and was classified as a current liability in the condensed consolidated balance sheet at June 30, 2024 and December 31, 2023. There have been no significant conversions as of the date of this filing. Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes In connection with the pricing of the 2024 Notes, we entered into privately negotiated convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including affiliates of the initial purchasers of the 2024 Notes (the “Option Counterparties”) which relate to 4.41 shares of our common stock and represents the number of shares of our common stock underlying the 2024 Notes. These Note Hedge Transactions are expected to reduce the potential dilution upon any future conversion of the 2024 Notes to the extent that the market price per share of our common stock exceeds the conversion price of $58.725 per share. 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. 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 shareholders 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. Other Debt 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 June 30, 2024 we had additional capacity of U.S. dollar equivalent $85.6. Certain of our other debt facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have letters of credit and bank guarantees outside of our Credit Agreement that totaled U.S. dollar equivalent $135.5 and $134.3 as of June 30, 2024 and December 31, 2023, respectively. Fair Value Disclosures The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1):
| June 30, 2024 |  | December 31, 2023
| Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value
Term loans due March 2030 | $ | 1,567.0 |  |  | $ | 1,640.2 |  |  | $ | 1,562.7 |  |  | $ | 1,631.0 |
Senior secured notes due 2030 | 1,422.9 |  |  | 1,510.5 |  |  | 1,420.2 |  |  | 1,533.0 |
Senior unsecured notes due 2031 | 491.0 |  |  | 553.0 |  |  | 490.0 |  |  | 555.9 |
Convertible notes due November 2024 | 258.3 |  |  | 639.4 |  |  | 257.8 |  |  | 605.4 |
_______________ (1)The debt instruments noted above are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. The carrying amounts of borrowings outstanding on our senior secured revolving credit facility approximate fair value, as the interest rate is variable and reflective of market rates (categorized as Level 2 of the fair value hierarchy).

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