Baker Hughes said on Tuesday it has agreed to acquire Chart Industries for $210 a share in cash, or about $13.6 billion, as the Houston energy technology company furthers its expansion in liquified natural gas and data centers.
Also Tuesday, Irving-based Flowserve Corp. said it terminated its offer to acquire Chart because the Baker Hughes offer is a “superior proposal” under the terms of the agreement. Flowserve said it will receive a $266 million termination payment. Flowserve’s offer of 3.165 shares for each Chart common share was worth roughly $175 a share.
Cleary Gottlieb Steen & Hamilton and WilmerHale served as Baker Hughes’ outside counsel, while Winston & Strawn served as legal advisor to Chart Industries. Baker Hughes’ Houston-based Chief Legal Officer is Georgia Magno, who has been with the company’s in-house legal department for more than eight years.
In-house, John Keffer (London), vice president, legal, led the transaction for Baker Hughes. Others involved with the deal for the company include Magno, VP General Counsel EIT Noura Benfarhat (Canada), CCO and Corporate Secretary Fernando Contreras (Houston), Executive Counsel Corporate and Securities Mitch Athey (Houston) and Senior Counsel, M&A, Brendan McCarthy (Cleveland).
The team from Winston & Strawn was led from Chicago by Matt Stevens (Chicago) with lawyers from Dallas and Houston: Andrew Betaque (Dallas), Justin Hoffman (Houston), Thomas Hughes (Dallas) and Ben Smolij (Houston)
Other Winston lawyers included Aaron Berlin (Chicago), Andrew Butler (New York), Peter Crowther (London), Matthew DiRisio (New York), Jared Epstein (Chicago), Paul Huddle (Chicago), Scott Landau (New York), Ryan Meyer (Chicago), David O’Donaghue (Chicago), Conor Reidy (Chicago), Michael Stern (Chicago)
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Goldman Sachs, Centerview Partners and Morgan Stanley are financial advisors for Baker Hughes, and Wells Fargo is the advising Chart Industries.
Based about an hour north of Atlanta, Chart Industries provides technology and equipment for gas and liquid molecule handling. The company’s products are used in every phase of the liquified gas supply chain. Chart operates 65 manufacturing locations with more than 50 service centers globally. The company reported revenue of $4.2 billion in 2024, which was about 24 percent higher than the year prior, with $1 billion of adjusted earnings before interest, taxes, depreciation and amortization for the year ended Dec. 31.
Baker Hughes Chairman and CEO Lorenzo Simonelli said the companies have worked together on many infrastructure projects and Chart’s 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,” Simonelli said in a news release.
The companies expect to close the transaction by the middle of 2026, pending shareholder and regulatory approvals.
Baker Hughes expects the merger to solve complex energy challenges while supporting customers’ sustainability goals, positioning the combined entity as a leader in a lower-carbon, more resource-efficient future, according to the company.
In early June, Baker Hughes entered a joint venture with Cactus Inc., keeping a 35% stake in its surface pressure control business. Cactus, in turn, will contribute $344.5 million for a 65% stake, valuing the joint venture at $530 million.
A week later, Baker Hughes said it has agreed to sell its Precision Sensors & Instrumentation product line to Stamford, Conn.-based Crane Co. for about $1.15 billion in cash.
Simonelli said then that the transactions align with the company’s “focus on value-creating portfolio management that enhances the durability of earnings and cash flow and enables the company to reallocate capital toward higher-return opportunities using a strategic and disciplined approach to capital deployment.”
A week after that, Baker Hughes announced it had acquired Continental Disc Corp., a Missouri-based maker of pressure valves, from infrastructure investor Tinicum for $540 million in cash.
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