- Significant step high-grades the portfolio and adds value accretive customer offerings, transforms Baker Hughes’ Industrial & Energy Technology segment
- Chart Industries brings differentiated capabilities across a diverse set of end markets advantaged by secular growth drivers such as natural gas, data centers and decarbonization
- Highly complementary capabilities enable enhanced value-creation solutions for customers across the lifecycle of projects and accelerate aftermarket growth through increased service penetration of combined installed base
- $325 million in annualized cost synergies expected to be realized at end of third year
- Compelling financial impact, as it is accretive to growth, margins, EPS and cash flow
- Baker Hughes to host conference call today to discuss the transaction at 8:30 a.m. ET / 7:30 a.m. CT
Baker Hughes and Chart Industries announced Tuesday they have entered into a definitive agreement under which Baker Hughes will acquire all outstanding shares of Chart’s common stock for $210 per share in cash, equivalent to a total enterprise value of $13.6 billion.
Chart is a global leader in the design, engineering and manufacturing of process technologies and equipment for gas and liquid molecule handling across a broad range of industrial and energy end markets. Chart’s highly differentiated products and solutions are used in every phase of the liquid gas supply chain, from engineering and design to installation, preventative maintenance to repair and service, as well as ongoing digital monitoring. A technology leader in its markets, Chart generated $4.2 billion in revenue and $1.0 billion adjusted EBITDA in 2024. It operates 65 manufacturing locations with over 50 service centers globally.
'This acquisition is a milestone for Baker Hughes and a testament to our strong financial execution and strategic focus as we continue to define our position as a leading energy and industrial technology company,' said Baker Hughes Chairman and CEO Lorenzo Simonelli. 'We know Chart well, having worked alongside them on many critical energy infrastructure projects. Their products and services are highly complementary to our offerings and strongly aligned with our intent to deliver distinctive and efficient end-to-end lifecycle solutions for our customers across their most critical applications. The combination positions Baker Hughes to be a technology leader that can provide engineering and technology expertise to meet the growing demand for lower-carbon, efficient energy and industrial solutions across attractive growth markets such as LNG, data centers and New Energy.
'The acquisition also delivers compelling financial returns for our shareholders. Adding this high-growth, high-margin business to our Industrial & Energy Technology segment will deliver strong earnings accretion and returns, contributing to an improved growth and margin profile,' Simonelli said. 'We look forward to welcoming Chart into the Baker Hughes organization and, together, achieving even greater success and driving long-term value for shareholders.'
'This all-cash transaction with Baker Hughes delivers immediate value to Chart shareholders,' said Chart President and CEO Jill Evanko. 'Thanks to the outstanding work of our global OneChart team, we have successfully built a product and solution portfolio that spans front-end engineering design through aftermarket services. The Baker Hughes team shares our engineering-focused culture and commitment to operational excellence. Our complementary solutions fit seamlessly with Baker Hughes’ Industrial & Energy Technology segment, and together we can help our customers solve the most critical energy access and sustainability needs. Our Board is proud to deliver this outcome to our shareholders.'
Compelling Strategic and Financial Benefits
- Advances Baker Hughes’ Strategic Vision to be an Energy & Industrial Technology Leader: Chart and Baker Hughes together bring a highly differentiated set of capabilities to solve complex energy challenges and support customers’ sustainability goals – positioning the combined company as a leader in a lower-carbon, more resource-efficient future.
- Expands Baker Hughes’ Offerings in Attractive Growth Markets: Chart’s offering is well positioned to deepen Baker Hughes’ exposure to attractive high-growth markets, including data centers, space and New Energy. The acquisition also broadens Baker Hughes’ exposure to more durable industrial sectors including industrial gas, metals and mining, and food and beverage, significantly increasing Baker Hughes’ addressable market and through-cycle growth potential.
- Complementary Product Capabilities: Each company has distinctive products and solutions that together improve customer value proposition. Baker Hughes’ core competencies in rotating equipment, flow control and digital technology pair well with Chart’s competencies in heat transfer, air and gas handling, and process technologies.
- Strengthens Baker Hughes’ Lifecycle Revenue Mix: The combined company will have a large and structurally growing installed base creating opportunities to drive growth in high-value aftermarket products and services, as well as digital services using Chart’s Uptime digital platform. Baker Hughes’ expansive service footprint is expected to increase service rates for Chart’s installed base driving more profitable, recurring revenue across the combined portfolio.
- Delivers Substantial Synergies: Baker Hughes has identified $325 million of annualized cost synergy opportunities by the end of year three. Baker Hughes intends to drive productivity improvements by leveraging Baker Hughes’ scale in manufacturing and consolidating the companies’ supply chains, as well as optimizing costs across the SG&A and R&D functions. Baker Hughes’ confidence in realizing these synergies is supported by the continued success of its business system, a key driver of IET margin expansion over the past three years.
- Attractive Financial Profile and Returns for Shareholders: The transaction is expected to be immediately accretive to growth, margins and cash flow, with double-digit EPS accretion in the first full year after the transaction closes. Chart’s differentiated position in attractive and growing markets is expected to deliver sustainable underlying growth that will be accretive to Baker Hughes’ through-cycle growth profile. The combination of strong growth, attractive margins and the synergy potential to expand operating margins meet all of Baker Hughes’ return criteria, including double-digit ROIC.
Transaction Details & Approvals
Under the terms of the agreement, Chart shareholders will receive $210 per share of common stock in cash. The purchase price represents an enterprise value of $13.6 billion, and a multiple of ~9x Chart Consensus 2025 EBITDA on a fully synergized basis.
Baker Hughes has secured fully committed bridge debt financing to fund the transaction, provided by Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, and Morgan Stanley Senior Funding, Inc., which is expected to be replaced with permanent debt financing prior to close. Baker Hughes remains committed to maintaining its A credit rating and will use its strong free cash flow and expected divestiture proceeds to support debt reduction while maintaining, and growing over time, its strong dividend. Baker Hughes projects net leverage at close will be 2.25x and will de-lever to 1.0-1.5x net leverage within 24 months after close. Flexibility will be maintained on share repurchases until leverage reaches the 1.0-1.5x target, after which Baker Hughes intends to return 60-80% of FCF to shareholders.
The Boards of Directors of Baker Hughes and Chart have each unanimously approved the transaction, and the Chart Board of Directors has unanimously recommended that Chart shareholders approve the transaction. The transaction is subject to customary conditions, including approval by Chart shareholders, and the receipt of applicable regulatory approvals. The transaction is expected to be completed by mid-year 2026.
Advisers
Goldman Sachs & Co. LLC, Centerview Partners LLC, and Morgan Stanley & Co. LLC are serving as financial advisers to Baker Hughes, and Cleary Gottlieb Steen & Hamilton LLP, and WilmerHale are serving as legal advisers. Wells Fargo is serving as financial adviser to Chart, and Winston & Strawn is serving as legal adviser.
Source: Baker Hughes
