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Baker Hughes Company (NasdaqGS:BKR) completed the acquisition of Chart Industries, Inc. (NYSE:GTLS).
Baker Hughes Company (NasdaqGS:BKR) entered into an agreement and plan of merger to acquire Chart Industries, Inc. (NYSE:GTLS) for $10.1 billion on July 28, 2025. As part of consideration, $48.89 million is paid towards PSU common equity, $32.97 million is paid towards RSU common equity, $9.44 billion is paid towards common equity and $37.29 million is paid towards options of Chart Industries, Inc. The Bridge Commitment Letter provides for a senior unsecured 364-day bridge loan credit facility in an aggregate principal amount of up to $14.9 billion, 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 along with permanent financing through cash on balance sheet and debt issuance. Pursuant to the Merger Agreement, and subject to the terms and conditions described therein, with Chart continuing as the surviving corporation and becoming a wholly owned subsidiary of Baker Hughes. In case of termination of transaction, Baker Hughes Company will pay a termination fee of $500 million and seller will pay a termination fee of $250 million. As a part of the transaction, Baker Hughes is required to pay $258 million with respect to the termination of the Flowserve Merger Agreement to Flowserve on Chart’s behalf (and Chart shall pay the remaining $8 million portion thereof).
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders and subject to antitrust regulations. The deal has been unanimously approved by the board. The transaction is expected to be completed by mid-year 2026. 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. As of September 8, 2025, it is announced that A special meeting of stockholders of Chart Industries, Inc., a Delaware corporation, will be held on October 6, 2025. As of October 6, 2025, majority of the shareholders of Chart voted to approve it’s acquisition by Baker Hughes. As of November 6, 2025, the waiting period under the HSR Act has expired. As of May 21, 2026, Chart expects the merger to close in July 2026. As of June 3, 2026, the Economic Concentration Review Committee at the Egyptian Competition Authority has approved the merger. As of July 10, 2026, the European Commission approved the acquisition, conditional on the divestment of Chart's IPSMR technology and other commitments to ensure interoperability.
Steve Kotran of S&C is advising Goldman Sachs and Centerview. Goldman Sachs & Co. LLC and Centerview Partners LLC acted as financial advisor for Baker Hughes Company. Morgan Stanley & Co. LLC acted as financial advisor for Baker Hughes Company. Paul J. Shim and Kyle A. Harris of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for Baker Hughes Company. Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor for Baker Hughes Company. Robert Katz of Latham & Watkins LLP represents Wells Fargo Securities, LLC. Wells Fargo Securities, LLC acted as financial advisor for Chart Industries, Inc. Matt Stevens,Ben D. Smolij,Conor Reidy,Scott Landau,Thomas W. Hughes,Paul C. Huddle,Justin F. Hoffman,Matthew DiRisio,Peter Crowther,Andrew Betaque and Aaron M. Berlin of Winston & Strawn LLP acted as legal advisor for Chart Industries, Inc. Wells Fargo Securities, LLC acted as fairness opinion provider for Chart Industries, Inc. Okapi Partners, LLC acted as a proxy solicitor to Chart Industries.
Baker Hughes Company (NasdaqGS:BKR) completed the acquisition of Chart Industries, Inc. on July 16, 2026. Baker Hughes funded the merger consideration through a combination of cash on hand, proceeds from the issuance of $6.5 billion and €3.0 billion senior notes on March 11, 2026 and borrowings under the term loan credit agreements entered into by Baker Hughes, as disclosed in a Form 8-K filed by Baker Hughes. Upon completion of the merger, Chart notified the NYSE and requested the delisting and deregistration of Chart Common Stock under Section 12(b) of the Exchange Act. Chart also intends to file a Form 15 to terminate the registration of Chart Common Stock under Section 12(g) and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Each of the members of the board of directors of Chart immediately prior to the Effective Time ceased to serve as directors of Chart. The directors who ceased to serve were: Andrew R. Cichocki, Paula M. Harris, Linda A. Harty, Paul E. Mahoney, David M. Sagehorn, Spencer S. Stiles, and Roger A. Strauch. In addition, effective as of the Effective Time, each of the executive officers of Chart immediately prior to the Effective Time, other than Joseph A. Belling, was removed by Baker Hughes from their respective executive officer positions. The executive officers who were removed were: Gerald F. Vinci, President, Joseph R. Brinkman, Vice President and Chief Financial Officer, and Herbert G. Hotchkiss, Vice President, General Counsel and Secretary. Joseph A. Belling will continue as the Chief Technology Officer of Chart.