Baker Hughes Completes Acquisition of Chart Industries for $210 Per Share

Merger Agreement Execution and Consideration Structure

The acquisition of Chart Industries by Baker Hughes completed on July 16, 2026, following the terms outlined in the Merger Agreement dated July 28, 2025. Under the transaction structure, Baker Hughes subsidiary Tango Merger Sub merged with and into Chart, with Chart surviving the merger as an indirect subsidiary of Baker Hughes. Each outstanding share of Chart Common Stock was canceled and converted into the right to receive $210.00 in cash, without interest and subject to applicable withholding tax.

The merger consideration applied uniformly to all Chart shareholders, except for shares owned by Baker Hughes, its subsidiaries, or Chart and its subsidiaries, as well as shares subject to appraisal rights under Delaware law. This transaction structure ensured a clean conversion of Chart equity holders into cash recipients while preserving Baker Hughes' ownership position and respecting statutory appraisal procedures under Delaware corporate law.

Equity Incentive Treatment at Transaction Close

Chart employees and executives holding equity incentive awards received treatment determined by the timing and structure of their awards. Options to purchase Chart Common Stock with exercise prices below the $210.00 merger consideration were converted into cash payments equal to the spread between the merger consideration and the per-share exercise price. Options with exercise prices equal to or greater than the merger consideration were canceled without compensation, reflecting their out-of-the-money status.

Restricted stock units granted prior to the Merger Agreement date were converted into the right to receive the full $210.00 merger consideration per share. However, restricted stock units granted on or after the Merger Agreement date were converted into Baker Hughes restricted stock units based on a conversion ratio derived from the average high and low selling prices of Baker Hughes Class A common stock on the trading day immediately preceding closing. Performance stock units received split treatment: a pro rata portion based on elapsed performance period was converted to cash at the merger consideration, while remaining portions were converted into cash-based awards subject to time-based vesting through the original performance period end date.

Financing Structure and Capital Sources

Baker Hughes financed the merger consideration through a diversified capital structure. The company issued $6.5 billion in U.S. dollar-denominated senior notes and €3.0 billion in euro-denominated senior notes on March 11, 2026. These debt issuances were complemented by borrowings under term loan credit agreements previously entered into by Baker Hughes, as disclosed in a current report filed by Baker Hughes on the same date. The company also utilized cash on hand to fund the transaction, ensuring sufficient liquidity to complete the acquisition without operational disruption.

This multi-source financing approach allowed Baker Hughes to manage debt maturity profiles across multiple currencies while preserving operational cash flow. The timing of debt issuances in March 2026, several months prior to the July closing, provided Baker Hughes with certainty regarding funding availability and allowed the company to lock in financing costs ahead of the final transaction close.

Redemption of Chart Debt Obligations

As part of closing conditions, Baker Hughes arranged for the redemption of Chart Industries' outstanding debt securities. The company redeemed all $1,457,043,000 in aggregate principal amount of Chart's 7.500% Senior Secured Notes due 2030, which were issued under an Indenture dated December 22, 2022. Additionally, all $510,000,000 in aggregate principal amount of Chart's 9.500% Senior Notes due 2031 were redeemed, also issued under an Indenture dated December 22, 2022. Funds sufficient to satisfy these redemptions were deposited with U.S. Bank Trust Company, National Association, acting as trustee and collateral agent.

Upon deposit of redemption funds and satisfaction of other indenture conditions, both the Secured Notes Indenture and Unsecured Notes Indenture were satisfied and discharged according to their terms. This redemption eliminated approximately $1.967 billion in Chart debt obligations, effectively consolidating Chart's capital structure into Baker Hughes' consolidated balance sheet with no outstanding Chart-specific debt instruments remaining.

Credit Agreement Prepayment and Facility Termination

Chart Industries' Fifth Amended and Restated Credit Agreement, dated October 18, 2021, and administered by JPMorgan Chase Bank, N.A., was fully prepaid at closing. All amounts outstanding under this credit facility were paid in full, eliminating Chart's borrowing obligations under the revolving credit structure. Outstanding letters of credit issued under the Credit Agreement were either backstopped or assigned to and assumed by Baker Hughes or its subsidiaries under their existing bilateral facilities with applicable issuing banks.

All commitments under Chart's Credit Agreement were terminated at closing, completing the deleveraging of Chart's standalone debt structure. This action consolidated Chart's credit facilities into Baker Hughes' existing credit infrastructure, simplifying the combined company's balance sheet management and eliminating duplicate credit facilities and administrative overhead associated with maintaining separate lending arrangements.

Stock Exchange Delisting and Registration Termination

On July 16, 2026, Chart Industries notified the New York Stock Exchange of the merger completion and requested withdrawal of the listing for Chart Common Stock. Chart also requested that the NYSE file a Form 25 application with the Securities and Exchange Commission to delist and deregister Chart Common Stock under Section 12(b) of the Securities Exchange Act of 1934. This delisting process removes Chart from public securities trading, ending the daily price discovery and trading that characterized its existence as a publicly traded company.

Chart Industries further indicated its intention to file a Form 15 with the SEC requesting termination of registration of Chart Common Stock under Section 12(g) of the Securities Exchange Act and suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act. These filings formalize Chart's transition from public company status to a private operating subsidiary of Baker Hughes, eliminating ongoing disclosure obligations and regular reporting requirements that applied during Chart's tenure as a publicly traded entity on the NYSE.

Business Context and Industry Positioning

Chart Industries is a manufacturer of equipment and systems serving the energy and industrial gas industries, with particular expertise in cryogenic technology and liquefied gas handling. The company's products include equipment for the storage, vaporization, and transportation of liquefied natural gas, liquefied hydrogen, and other cryogenic fluids. Chart serves downstream energy, industrial gas, and hydrogen infrastructure markets, positioning it in capital equipment categories that benefit from global energy transition and industrial decarbonization trends.

Baker Hughes, as the acquiring company, is a major diversified energy services provider with operations spanning oilfield services, industrial and energy power systems, and turbomachinery. The combination of Baker Hughes' service and systems integration capabilities with Chart's specialized cryogenic equipment technology creates opportunities for integrated solutions in energy infrastructure, particularly in hydrogen production and distribution systems that are emerging as critical components of global energy transition strategies.

Appraisal Rights and Outstanding Shareholder Considerations

Chart shareholders who properly exercised and perfected appraisal rights under Delaware law were excluded from the automatic conversion of their shares into the $210.00 per-share cash consideration. These shareholders retain separate legal rights to pursue appraisal proceedings to challenge the fairness of the merger consideration and potentially obtain different valuations through Delaware court processes. Appraisal rights represent a statutory shareholder protection mechanism that allows dissenting shareholders to seek judicial determination of fair value for their shares.

The Merger Agreement treatment reflects standard Delaware merger practice regarding appraisal rights holders, preserving their statutory remedies while enabling the transaction to proceed for non-dissenting shareholders. The specific number of Chart shareholders who exercised appraisal rights was not disclosed in the current report, nor were the aggregate shares subject to appraisal claims quantified.

Transition and Subsidiary Status

Following the merger effective time, Chart Industries exists as an indirect subsidiary of Baker Hughes, operating under Baker Hughes ownership and control. The merger structure, utilizing an intermediate merger subsidiary that merged into Chart, preserved Chart's corporate entity while transferring ownership to Baker Hughes. This approach commonly facilitates continuity of existing contracts, licenses, and regulatory authorizations that may be tied to Chart's continued corporate existence.

As a Baker Hughes subsidiary, Chart's operations are consolidated into Baker Hughes' financial statements and reporting structure. Chart's employees, customers, and vendors will interact with Chart as part of the larger Baker Hughes organization, subject to Baker Hughes' corporate governance, financial controls, and strategic direction. The subsidiary status enables operational integration while maintaining the distinct brand and technical capabilities that Chart brought to the combined enterprise.