Baker Hughes to acquire Chart Industries for $210 per share, or $13.6B

Baker Hughes (BKR) and Chart Industries (GTLS) announced 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 $13.6B. 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.