In a move to capitalize on the emerging demand for data and power infrastructure, Chart Industries and Texas-based Flowserve Corporation announced Wednesday an all-stock merger-of-equals that would result in a $19 billion enterprise.
Headquartered in Ball Ground, Georgia, Chart specializes in the production of equipment and services related to LNG, hydrogen, biogas and carbon capture. Flowserve specializes in the manufacture of motion-control products — pumps, valves and seals — for the flow and management of industrial fluids. Flowserve is headquartered in suburban Dallas.
Under terms of the deal, Chart stockholders would receive 3.165 shares of Flowserve for each share of Chart. Following close, Chart shareholders would own 53.5 percent of the combined company, Flowserve stockholders would own 46.5 percent. The estimated $19 billion enterprise value of the combined company is based on closing stock prices for the two companies on June 3.
The goal of the combination, according to their respective announcements, is to create a full life-cycle process for the handling and control of industrial fluids, from design custom systems to their increasingly competitive aftermarket support, which is expected to account for $3.7 billion (42%), of an estimated $8.8 billion in revenue for the combined company.
Susan Hudson has served as senior vice president and chief legal officer of Flowserve since 2022.
Winston & Strawn is advising Chart Industries on the merger. Cravath, Swaine & Moore is counseling Flowserve.
Wells Fargo is providing financial advice to Chart. Guggenheim Securities is advising Flowserve.
The Winston Strawn team is led from Chicago by Matt Stevens alongside Paul Huddle (Partner, Chicago), Ryan Meyer (Associate, Chicago), David O’Donaghue (Associate, Chicago), Jared Epstein (Associate, Chicago), Justin Hoffman (Partner, Houston), Ben Smolij (Partner, Houston), Andrew Butler (Associate, New York), Aaron Berlin (Partner, Chicago), Conor Reidy (Partner, Chicago), Peter Crowther ( Partner, London), Matt DiRisio (Partner, New York), Tom Hughes (Partner, Dallas), Andrew Betaque (Partner, Dallas) and Scott Landau (Partner, New York).
On a combined basis, Chart and Flowserve generated $1.8 billion of cash flow over the 12 months ended March 31. The combined company is expected to have a leverage ratio of 2.0X debt to adjusted EBITDA.
Governance of the company will include six directors from each company, chaired by Jill Evanko, president and CEO of Chart Industries. Scott Rowe, the president and CEO of Flowserve, will become CEO of Charter/Flowserve.