CHART INDUSTRIES, INC. (NASDAQ:GTLS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June30, 2017, Chart Industries, Inc. (Chart) and Chart Sully
Corporation, a wholly owned subsidiary of Chart (Merger Sub),
entered into an Agreement and Plan of Merger (the Merger
Agreement) with RCHPH Holdings, Inc. (Hudson Products), a
privately held company based in Beasley, Texas, and R/C Hudson
Holdings, L.P., solely in its capacity as the Initial Holder
Representative under the Merger Agreement. The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth in the Merger Agreement, Merger Sub will merge with and
into Hudson Products, with Hudson Products surviving the merger
as a wholly owned subsidiary of Chart (the Acquisition).

The Acquisition purchase price is $410 million in cash, on a
cash-free, debt-free basis and subject to a working capital
adjustment. The Acquisition will be funded by Charts available
cash on hand and debt under its current credit facility.

The Merger Agreement provides for customary representations,
warranties, covenants and agreements, including, among others,
that each of the parties to the Merger Agreement will use
commercially reasonable efforts to complete the Acquisition, that
Hudson Products will conduct its business in the ordinary course
consistent with past practice during the period between the
execution of the Merger Agreement and consummation of the
Acquisition, and that Hudson Products will not engage in certain
kinds of transactions during such period.

The Merger Agreement also contains customary termination
provisions, including a provision that the Merger Agreement may
be terminated by either Chart or Hudson Products if the
Acquisition has not been completed by March31, 2018; provided,
however, that such right to terminate the Merger Agreement is not
available to any party whose breach of any provision of the
Merger Agreement results in the failure of the Acquisition to be
completed. The completion of the Acquisition is subject to the
satisfaction of certain customary closing conditions, including,
among other things, the expiration or termination of waiting
periods under the Hart-Scott-Rodino Antitrust Improvement Act of
1976. The Acquisition has been approved by the shareholders of
Hudson Products to a written consent delivered to Hudson Products
and Chart.

The Acquisition is expected to be completed in the third quarter
of 2017.

Other than with respect to the Acquisition as described herein,
there are no material relationships between Chart or its
affiliates and Hudson Products.

The foregoing description of the Merger Agreement contained in
this Item1.01 does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, a copy of
which is filed herewith as Exhibit 2.1, and is incorporated
herein by reference.

-2-

The Merger Agreement contains representations and warranties that
each party thereto made to and solely for the benefit of each
other as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of
the contract between the parties to the Merger Agreement and may
be subject to important qualifications and limitations agreed by
the parties in connection with negotiating the terms of the
contract or contained in confidential disclosure schedules. Those
disclosure schedules contain information that modifies, qualifies
or creates exceptions to the representations and warranties set
forth in the Merger Agreement. Moreover, some of those
representations and warranties (1)may not be accurate or complete
as of any specified date and are modified, qualified and created
in important part by the underlying disclosure schedules, (2)may
be subject to a contractual standard of materiality different
from that generally applicable to stockholders, or (3)may have
been used for the purpose of allocating risk between the parties
to the Merger Agreement rather than establishing matters as fact.
For the foregoing reasons, the representations and warranties
should not be relied upon as statements of factual information.

On June 30, 2017, the Company issued a press release announcing
the Acquisition. A copy of the Companys press release is
furnished as Exhibit 99.1 and is incorporated herein by
reference.

All information in the press release is furnished and shall not
be deemed filed with the Securities and Exchange Commission for
purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise be subject to the liability of that Section, and shall
not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent the Company specifically
incorporated it by reference.

-3-

CHART INDUSTRIES INC Exhibit
EX-2.1 2 d414753dex21.htm EX-2.1 EX-2.1 Exhibit 2.1       AGREEMENT AND PLAN OF MERGER dated as of June 30,…
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About CHART INDUSTRIES, INC. (NASDAQ:GTLS)

Chart Industries, Inc. (Chart) is a diversified manufacturer of engineered equipment for the industrial gas, energy, and biomedical industries. The Company’s equipment and engineered systems are used for low-temperature and cryogenic applications. It operates through three segments, including Energy & Chemicals (E&C), Distribution & Storage (D&S), and BioMedical. The Company’s products include vacuum insulated containment vessels, heat exchangers, cold boxes, other cryogenic components and equipment for respiratory therapy. The Company’s E&C and D&S segment’s manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The Company, through its BioMedical segment, supplies cryogenic and other equipment used in respiratory healthcare and life sciences, including biological research and animal breeding.