GTLS.NYSEChart Industries INC
8-K: Chart Industries Acquired by Baker Hughes for $210/Share Cash
Sentiment:
Completion of Acquisition
Chart Industries, Inc. has been acquired by Baker Hughes Company for $210.00 per share in cash, marking the completion of their merger agreement.
Capital raiseBaker 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 term loan credit agreements.
Summary
- Chart Industries, Inc. has been acquired by Baker Hughes Company through a merger that became effective on July 16, 2026.
- Each outstanding share of Chart Industries common stock was converted into the right to receive $210.00 in cash.
- Options, restricted stock units, and performance stock units of Chart Industries were also settled in cash or converted into Baker Hughes equity based on specific terms.
- Baker Hughes financed the acquisition using cash on hand, proceeds from senior notes issued in March 2026 ($6.5 billion and $3.0 billion), and term loan borrowings.
- Chart Industries' outstanding senior notes ($1,457,043,000 in 7.500% Senior Secured Notes due 2030 and $510,000,000 in 9.500% Senior Notes due 2031) have been redeemed.
- All outstanding amounts under Chart Industries' credit agreement were prepaid, and commitments were terminated.
- Chart Industries' common stock will be delisted from the New York Stock Exchange, and the company will terminate its reporting obligations under the Exchange Act.
- The company's certificate of incorporation and bylaws have been amended and restated to reflect its status as an indirect subsidiary of Baker Hughes.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive development for Chart Industries' shareholders due to the all-cash acquisition at a premium, though it marks the end of the company as an independent entity.
Positives
- Shareholders received a significant cash payout of $210.00 per share.
- The acquisition was completed as per the merger agreement, providing certainty for shareholders.
- Baker Hughes secured funding through a combination of existing cash, substantial senior note issuances, and credit facilities.
Negatives
- Chart Industries' common stock will be delisted from the NYSE, ceasing to be publicly traded.
- Shareholders will no longer participate in the future growth or potential upside of Chart Industries as an independent entity.
- Certain executive officers, other than the Chief Technology Officer, were removed from their positions.
Risks
- Integration risks associated with combining Chart Industries' operations into Baker Hughes.
- Potential challenges in realizing the full synergies and strategic benefits anticipated from the merger.
- The delisting of Chart Industries' stock may impact liquidity for any remaining minority shareholders or option holders not fully cashed out.
Future Outlook
The filing does not contain specific forward-looking statements or guidance from Chart Industries as an independent entity, as it has been acquired. Future outlook is now tied to Baker Hughes' strategic integration and performance.
Management Comments
- The merger agreement was amended and supplemented from time to time.
- Options with an exercise price below the Merger Consideration were converted into cash, while those at or above were canceled for no consideration.
- Restricted stock units granted before the merger agreement were converted into Merger Consideration, while those granted after were converted into Baker Hughes RSUs.
- Performance stock units were partially converted into Merger Consideration based on performance and elapsed time, with the remainder converted into cash-based awards.
- All members of Chart Industries' board of directors ceased to serve as directors effective as of the Merger's effective time.
- Most executive officers of Chart Industries were removed by Baker Hughes, with Joseph A. Belling continuing as Chief Technology Officer.
Industry Context
StockSavvy.ai notes that this acquisition represents significant consolidation within the industrial gas and equipment sector, with Baker Hughes strengthening its position by acquiring Chart Industries' specialized capabilities.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Andrew R. Cichocki, Paula M. Harris, Linda A. Harty, Paul E. Mahoney, David M. Sagehorn, Spencer S. Stiles, Roger A. Strauch | N/A (Board dissolved) | July 16, 2026 | Consummation of the Merger |
| President | Gerald F. Vinci | N/A (Position eliminated/absorbed) | July 16, 2026 | Consummation of the Merger |
| Vice President and Chief Financial Officer | Joseph R. Brinkman | N/A (Position eliminated/absorbed) | July 16, 2026 | Consummation of the Merger |
| Vice President, General Counsel and Secretary | Herbert G. Hotchkiss | N/A (Position eliminated/absorbed) | July 16, 2026 | Consummation of the Merger |
| Chief Technology Officer | Joseph A. Belling | Joseph A. Belling | July 16, 2026 | Continued employment by Baker Hughes |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amended and Restated Certificate of Incorporation | Revised authorized capital stock to 1,000 shares of common stock and reflected Chart's status as an indirect subsidiary of Baker Hughes. | July 16, 2026 | Aligns corporate structure with new ownership; reduces public float to zero. |
| Amended and Restated Bylaws | Updated bylaws to include customary provisions for a subsidiary of a publicly traded parent company. | July 16, 2026 | Standardizes governance for a subsidiary within a larger corporate group. |
Legal Proceedings
- Holders of Chart Common Stock who did not exercise appraisal rights are subject to the terms of the Merger Agreement.
- Potential for any remaining legal claims related to the merger process or prior operations.
Stakeholder Impact
- Shareholders: Received $210.00 per share in cash, ending their equity interest.
- Employees: Some executive officers were removed; others' roles and employment terms are subject to integration with Baker Hughes.
- Creditors: Chart Industries' senior notes and credit facilities have been redeemed or terminated.
- Suppliers/Customers: Operations will continue under Baker Hughes, with potential for integration benefits or changes in business relationships.
Next Steps
- Chart Industries' common stock will be delisted from the NYSE.
- Chart Industries will file a Form 15 to terminate its registration and suspend reporting obligations under the Exchange Act.
- Integration of Chart Industries' operations into Baker Hughes.
Key Dates
| Date | Description |
|---|---|
| July 28, 2025 | Date of the Agreement and Plan of Merger. |
| March 11, 2026 | Date of issuance of $6.5 billion and $3.0 billion in senior notes by Baker Hughes to fund the acquisition. |
| July 16, 2026 | Effective date of the Merger; completion of Baker Hughes' acquisition of Chart Industries. |
| July 16, 2026 | Chart Industries notified the NYSE of the merger completion and requested delisting. |
| July 16, 2026 | Effective date of the Amended and Restated Certificate of Incorporation and Bylaws of Chart Industries. |
| July 16, 2026 | Date of report filing. |
Keywords
Merger, Acquisition, Baker Hughes, Chart Industries, SEC Filing, 8-K, Delisting, Senior Notes
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