Investments

12 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

Equity Method Investments

The following table represents the activity in equity method investments, which are classified within other assets:


	Equity Method Investments
Balance at December 31, 2022	$	93.0
New investments	15.3
Equity in earnings	2.7
Foreign currency translation gain	1.0
Dividends received from equity method investments	(2.1)
Balance at December 31, 2023	$	109.9
Equity in loss of unconsolidated affiliates	(5.2)
Foreign currency translation adjustments and other	(7.7)
Dividends received from equity method investments	(3.0)
Balance at December 31, 2024	$	94.0

Investments in equity securities

The following table represents the activity in investments in equity securities, which are classified within other assets:


	Investment in Equity Securities, Level 1		Investment in Equity Securities, Level 2		Investments in Equity Securities, All Others (1)		Investments in Equity Securities Total
Balance at December 31, 2022	$	17.2	$	7.8	$	71.5	$	96.5
New investments	—		—		8.7		8.7
Decrease in fair value of investments in equity securities	(12.7)		(1.7)		—		(14.4)
Foreign currency translation adjustments and other	0.3		—		0.1		0.4
Balance at December 31, 2023	$	4.8	$	6.1	$	80.3	$	91.2
New investments	—		—		13.1		13.1
(Decrease) increase in fair value of investments in equity securities	(3.1)		1.8		12.0		10.7
Foreign currency translation adjustments and other	(0.2)		—		(0.2)		(0.4)
Balance at December 31, 2024	$	1.5	$	7.9	$	105.2	$	114.6

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(1)Consists of investments in equity securities without a readily determinable fair value. Such investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer.

Co-Investment Agreement

On September 7, 2021, we entered into a Co-investment agreement with I Squared Capital (“ISQ”), an infrastructure-focused private equity firm (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 (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.

•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 (the “Call Option”). 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.

Tri-Party Agreement

The Put Option and the Call Option were exercisable as of September 7, 2024, which was the third anniversary of the Closing Date. On October 2, 2024, we entered into a Tri-Party Agreement by and among HTEC and ISQ, where among other things and in reference to the Put Option and Call Option (together “the Options”), ISQ and Chart agree, with HTEC and each other, to refrain from exercising their respective Options, as applicable, until no earlier than May 1, 2025.

From and after May 1, 2025, ISQ shall have the right to exercise its Put Option. Following ISQ’s election to exercise its Put Option, Chart shall pay ISQ an amount equal to a purchase price of either (i) (x) $225.0 if paid solely in cash or (y) $250.0 if not paid solely in cash or (ii) three equal installments of $75.0 under clause (x) or $83.3 under clause (y) for a total combined purchase price of $225.0 under clause (x) or $250.0 under clause (y). The cumulative installment payments are owed no later than September 30, 2025 following ISQ’s election to exercise its Put Option. Chart may pay any Put Option purchase price, at its option, in either immediately available funds (in U.S. dollars), Chart common stock, or a combination of immediately available funds (in U.S. dollars) and Chart common stock.

In February 2025, we executed a Letter of Intent with a third party to assume and replace the Put Option and structure the revised Put Option similar to the existing Put Option set out in the September 2021 Co-Investment Agreement so that the Put Option would not be exercisable until 2028, subject to similar exercise conditions in the September 2021 Co-Investment Agreement.

We record 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, 2024 and 2023.

Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)

On April 5, 2021, we were admitted as an anchor investor in Hy24 (the “Hydrogen Fund”). Hy24 is a joint venture between Ardian, a European investment house, and FiveT Hydrogen, an investment manager specialized purely on clean hydrogen investments. Our total investment is euro 14.2 million (equivalent to $14.7) making our unfunded commitment euro 35.8 million (equivalent to $37.2).