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Debt and Credit Arrangements
 12 Months Ended
Dec. 31, 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:
 December 31,
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 2031510.0 510.0 
Unamortized discount(23.5)(26.9)
Unamortized debt issuance costs(28.8)(32.9)
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs1,917.7 1,910.2 
Senior secured revolving credit facilities and term loans:
Term loans due March 20301,581.0 1,631.0 
Senior secured revolving credit facility due April 2029
205.0 102.8 
Unamortized discount(31.3)(35.8)
Unamortized debt issuance costs(32.3)(32.5)
Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs1,722.4 1,665.5 
Convertible notes due November 2024:
Principal amount — 258.7 
Unamortized debt issuance costs— (0.9)
Convertible notes due November 2024, net of unamortized debt issuance costs— 257.8 
Other debt facilities
1.5 1.4 
Total debt, net of unamortized debt issuance costs3,641.6 3,834.9 
Less: Current maturities (1)
0.9 258.5 
Long-term debt$3,640.7 $3,576.4 
_______________
(1)Our convertible notes due November 2024, which were settled as of December 31, 2024, net of unamortized debt issuance costs, are included in current maturities for the year ended December 31, 2023.
The following table represents the scheduled maturities for our borrowings, excluding unamortized debt issuance costs, for the next five years:
For the Year Ended December 31,
2025$0.9 
2026— 
2027— 
2028— 
2029205.0 
Thereafter3,551.6 
Total$3,757.5 
Cash paid for interest during the years ended December 31, 2024, 2023 and 2022 was $305.0, $219.8 and $25.7, respectively.
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. Net proceeds received from the offering of each series of Notes was deposited in an escrow account and classified as restricted cash.
The Notes are fully and unconditionally guaranteed by each of Chart’s wholly owned domestic restricted subsidiaries that is a borrower or a guarantor under Chart’s fifth amended and restated credit agreement, dated as of October 18, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). The Secured Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.
We may redeem either series of the Notes, in whole or in part, at any time on or after January 1, 2026, at the redemption prices set forth in the respective indentures. We may also redeem up to 40% of the aggregate principal amount of each series of the Notes on or prior to January 1, 2026, in an amount not to exceed the net cash proceeds from certain equity offerings at the redemption prices set forth in the respective indentures. Prior to January 1, 2026, we may redeem some or all of either series of the Notes at a price which includes the applicable “make-whole” premium set forth in the respective indentures.
If Chart experiences a change of control (as defined in the respective indentures), the Notes are able to be redeemed by the holders at 101%, plus accrued and unpaid interest, if any, to (but not including) the date the Notes are purchased.
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”), which matures on April 6, 2029.
•The SSRCF has a borrowing capacity of $1,250.0 and includes a sub limit for letters of credit that is the greater of (x) $350.0 and (y) $150.0 plus (1) the Dollar Amount (as of the Amended Closing Date) of the Assumed Letters of Credit plus (2) the Dollar Amount of any Letters of Credit issued on the Amendment Closing Date, a $200.0 sub limit for discretionary letters of credit and a $100.0 sub-limit for swingline loans.
•We may, subject to the satisfaction of certain conditions, request one or more new commitments and/or increase in the amount of the SSRCF. Each incremental term commitment and incremental revolving commitment shall be in an aggregate principal amount that is not less than $10.0 and shall be in an increment of $1.0 to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable.
•The SSRCF bears interest at a base rate plus an applicable margin determined on a leveraged-based scale which (before giving effect to the sustainability pricing adjustments described below) ranges from 25 to 125 basis points for base rate loans and 125 to 225 basis points for Secured Overnight Financing Rate (“SOFR”) loans.
•The applicable margin described above is subject to further adjustments based on the reductions in the ratio between (i) the total greenhouse gas emissions, measured in metric tons CO2e, of Chart and its subsidiaries during such calendar year and (ii) the aggregate revenue, measured in U.S. Dollars, of Chart and its subsidiaries during such calendar year. These additional pricing adjustments range from an addition of 0.05% to a reduction of 0.05% in the applicable margin described above.
•We are required to pay commitment fees on any unused commitments under the SSRCF which, before giving effect to the sustainability fee adjustments (as described below), is determined on a leverage-based sliding scale ranging from 20 to 35 basis points.
•The commitment fees described above are also subject to sustainability fee adjustments based on the aforementioned ratio. The sustainability fee adjustments range from an addition of 0.01% to a reduction of 0.01%.
•Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period for SOFR loans). and includes sub limits for letters of credit and swingline loans.
At December 31, 2024, there were $205.0 in borrowings outstanding under the SSRCF bearing an interest rate of 7.0% (6.2% as of December 31, 2023) and $277.5 in letters of credit and bank guarantees outstanding supported by the SSRCF. As of December 31, 2024, we had unused borrowing capacity of $767.5.
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 $81.0) at December 31, 2024 and euro 88.5 million (equivalent to $97.8) at December 31, 2023.
Significant financial covenants for the SSRCF include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after September 30, 2021, (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 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 December 31, 2024, we were in compliance with all covenants.
The SSRCF also contains 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 SSRCF is guaranteed by Chart and substantially all of its U.S. subsidiaries, and secured by substantially all of the assets of Chart and its 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.
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 due March 2030 in the aggregate principal amount of $1,781.0 which matures on March 18, 2030. On December 4, 2023, we voluntarily prepaid a portion of our term loans due March 2030 in the amount of $150.0, which effectively prepaid all equal quarterly installments for the life of the loan, and as of December 31, 2024, the aggregate principal amount of $1,581.0 is due at the March 18, 2030 maturity date. As a result of the events of both the October 2, 2023 Credit Agreement amendment and the December 4, 2023 partial prepayment of the term loans due March 2030, we recognized a loss on extinguishment of debt of $7.8 for the year ended December 31, 2023. On July 2, 2024, we entered into amendment No. 7 to our Credit Agreement, which among other things reduces the interest rate margins applicable to the term loans due March 2030. In connection with this amendment, we repaid a portion of our term loans due March 2030 in the amount of $50.0. As of December 31, 2024, the term loans due March 2030 bore an interest rate of 7.1% (8.7% as of December 31, 2023). The effective interest rate on the term loans due March 2030 is 9.1% after accounting for original issue discount and debt issuance costs.
Chart may elect the interest rate for the term loans due March 2030 equal to (i) the Applicable Margin (2.50%), or (ii) the Alternate Base Rate (a rate per annum equal to the greatest of (a) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate, (b) the NYFRB Rate in effect plus 0.50%, (c) Adjusted Term SOFR for a one month Interest Period plus 1.00%, and (d) 1.50% plus the Applicable Margin (2.25%). Chart may elect interest periods of 1, 3, or 6 months. Interest shall be payable in arrears for (a) for loans accruing interest at a rate based on Adjusted Term SOFR, at the end of each interest period and, for interest periods of greater than three months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the Alternate Base Rate, quarterly in arrears and on the applicable maturity date.
The allowance of incremental facilities is substantially identical to those in the SSRCF, except (i) to permit the incurrence of a standalone letter of credit facility and (ii) that if the yield of any incremental facility that is in a U.S. dollar denominated term loan facility that is secured by liens on the collateral that is incurred within twelve months after the Closing Date, the applicable margins for the term loans due March 2030 may increase under certain circumstances. Additionally, the refinancing facilities are substantially identical to those set forth in the SSRCF.
Chart may prepay the term loans due March 2030 in whole or in part at any time without penalty or premium, with the exception of a repricing event with respect to all or any portion of the term loans due 2030 that occurs on or before the date that is six months after the Closing Date.
The term loans due March 2030 will be equal in right of payment with any other senior indebtedness of Chart and, if needed, shall be subject to an equal intercreditor agreement with respect to the SSRCF.
The term loans due March 2030 are guaranteed by each wholly-owned domestic subsidiary that is also a guarantor under the SSRCF.
Significant financial covenants and customary events of default for the term loans due March 2030 is substantially identical to those in the SSRCF.
2024 Convertible Notes and Convertible Note Hedge and Warrant Transactions
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. Interest rates for the 2024 Notes were 1.00% for 2024 and 2023 and 1.5% for 2022.
On November 15, 2024, the 2024 Notes matured, and Chart paid $258.7 in cash to settle the outstanding principal amount of the 2024 Notes and issued 2.34 shares of common stock to holders who elected to convert 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. In November 2024, we exercised our option under the Note Hedge Transactions and received 2.34 shares of Chart common stock from the Option Counterparties.
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. In December 2024, the Warrant Transactions were settled, and Chart issued 2.83 shares of Chart common stock to the Option Counterparties. As of December 31, 2024, the 2024 Notes, Note Hedge Transactions and Warrant Transactions are fully settled.
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 December 31, 2024 we had additional capacity of U.S. dollar equivalent $63.7.
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 $173.8 and $134.3 as of December 31, 2024 and 2023, respectively.
Interest Expense
The following table summarizes interest expense (1):
Year Ended December 31,
202420232022
Interest expense term loans due March 2030$133.0 $119.5 $— 
Interest expense senior secured notes due 2030108.9 109.7 3.0 
Interest expense senior unsecured notes due 203148.2 48.6 1.3 
Interest expense senior secured revolving credit facility due April 202930.3 27.7 23.4 
Interest expense convertible notes due November 20242.5 2.4 4.0 
Financing costs amortization19.1 17.2 2.9 
Capitalized interest(6.3)(4.6)(0.9)
Total interest expense$335.7 $320.5 $33.7 
_______________
(1)Interest expense noted above relates to the debt and credit arrangements identified in this note and includes interest recognized on obligations with contractual interest rates, capitalized interest, financing costs amortization and interest accretion of debt discount.
Fair Value Disclosures
The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1):
December 31, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
Term loans due March 2030$1,517.4 $1,589.9 $1,562.7 $1,631.0 
Senior secured notes due 20301,425.6 1,517.9 1,420.2 1,533.0 
Senior unsecured notes due 2031492.2 546.9 490.0 555.9 
Convertible notes due November 2024— — 257.8 604.5 
_______________
(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 interest rates are variable and reflective of market rates (categorized as Level 2 of the fair value hierarchy).