M&A - CHART INDUSTRIES INC

Form Type: 425

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525151233

Filing Summary: Chart Industries, Inc. has filed a communication regarding the proposed merger with Flowserve Corporation. The document discusses the posting of slides on their investor relations websites, highlighting key operational capabilities and service locations worldwide. It details that the companies plan to file relevant documents with the SEC, including a registration statement on Form S-4 and a joint proxy statement. Investors are urged to read these materials thoroughly once available. Important disclosures emphasize that this communication serves as solicitation material for the merger, indicating that changes to securities holdings of the companies' directors and executives will be disclosed in subsequent SEC filings. The document also mentions forward-looking statements about potential benefits and risks associated with the merger, including possible regulatory hurdles and uncertainties surrounding the completion of the merger transaction.

Form Type: 425

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525145712

Filing Summary: On June 24, 2025, Chart Industries, Inc. filed a communication regarding the proposed merger with Flowserve Corporation. This document serves as solicitation material related to the upcoming merger transaction. Both parties plan to file relevant materials with the SEC, including a registration statement on Form S-4 for the issuance of shares from Flowserve. The joint proxy statement/prospectus will be distributed to stockholders for approval once the registration statement is effective. Key disclosures discuss potential risks and uncertainties linked to the merger, which include obtaining regulatory approvals, the integration of operations, and market conditions. The specifics on forward-looking statements highlight anticipated synergies and benefits from the merger, and the need for stakeholders to review the completed documentation carefully once available. Participants in the solicitation are identified as directors and officers from both companies, and additional details regarding their interests will be provided in forthcoming filings. No offer to buy securities is made in this communication, which emphasizes due diligence for investors and stockholders.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525137158

Filing Summary: On June 6, 2025, Flowserve Corporation announced a merger of equals with Chart Industries, Inc., creating a new company with a combined enterprise value of $19 billion and projected revenues of approximately $9 billion. The merger will enhance operational capabilities in thermal management and flow control, leveraging complementary products and technologies from both companies. Flowserve shareholders will own approximately 46.5% of the new entity. The merger is expected to generate $300 million in synergies through cost savings, improved procurement, and streamlined operations. A joint board will be established, with leadership shared between both companies, and the integration process will focus on aligning cultures, systems, and strategies. The headquarters will remain in Irving, Texas, and the merger is targeted for completion in the fourth quarter of 2025.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135031

Filing Summary: Flowserve Corporation announces a merger with Chart Industries, Inc., described as a merger of equals aimed at creating a high-performance global platform. This merger intends to combine the strengths of both companies, enhancing their capabilities and geographical reach across industrial process technologies and services. Flowserve’s President emphasizes that the merger will foster a resilient organization and unlock new market opportunities, impacting various sectors such as energy, chemical, and space exploration. The completion of the merger is anticipated in the fourth quarter of 2025, subject to shareholder approval and regulatory clearances, while both companies will continue to operate independently until the transaction closes. The communication also details that further SEC filings will be made, including a registration statement and a joint proxy statement to inform stakeholders about the merger.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135076

Filing Summary: Chart Industries, Inc. announced a forthcoming all-stock merger of equals with Flowserve Corporation, aimed at creating a leading entity in industrial process technologies. This merger combines the strengths of both companies, enhancing customer service and operational capabilities. The merger is expected to close in Q4 of 2025, subject to various regulatory approvals. Jill Evanko will serve as Chair of the Board post-merger, while Flowserve's CEO, Scott Rowe, will become the Chief Executive Officer of the newly formed entity. Key integration plans are being developed, but day-to-day operations will continue as usual until the transaction is finalized. Further communication will be made to address employee concerns and details regarding the merger process will be made available through SEC filings, including a prospectus and joint proxy statement that will inform shareholders about the transaction.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135134

Filing Summary: Chart Industries, Inc. has filed a Form 425 as part of the merger proceedings with Flowserve Corporation. This document outlines the strategic importance of the merger, emphasizing increased scale for growth and resilience within the industrial process technologies sector. The combined companies forecast significant financial benefits, including projected annual cost synergies and enhanced revenue opportunities, with expectations of accretive earnings per share (EPS) of $300 million in the first year post-merger. The merger aims to create a comprehensive solutions platform, which will enhance capabilities in engineering design and mission-critical equipment servicing. Both companies possess strong cash flow profiles, and the merger is expected to foster sustainable growth across a diversified customer base. Shareholder ownership of the resulting entity will be maintained on a fully diluted basis, ensuring significant value creation.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135158

Filing Summary: On June 4, 2025, Flowserve Corporation announced a proposed merger with Chart Industries, Inc. in a deal valued at approximately $19 billion. The merger aims to create a scaled leader in flow and thermal management, poised to serve diverse, high-growth end markets and enhance value for customers and associates. Both companies will file relevant materials with the SEC, including a registration statement on Form S-4 and a joint proxy statement/prospectus, which will detail the proposed share issuance and seek stockholder approval. The communication emphasizes the importance for investors to review these documents when available, as they will contain essential information about the transaction. Flowserve and Chart’s directors and executives may be considered participants in the proxy solicitation, and their interests are detailed in past SEC filings. Forward-looking statements address the anticipated benefits of the merger, potential risks, and uncertainties surrounding regulatory approvals, completion timing, and market conditions. The document concludes by noting that no offer or solicitation is made concerning any securities until they are registered and that non-GAAP financial measures are used, which should be considered with caution.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135274

Filing Summary: This document concerns the proposed merger of equals between Chart Industries, Inc. and Flowserve Corporation. It indicates that Flowserve will file a registration statement on Form S-4 with the SEC regarding the issuance of Flowserve's shares in connection with the merger. This merger communication is deemed solicitation material, and relevant documents including a joint proxy statement/prospectus will be filed to seek approval from stockholders of both companies. The document emphasizes the importance of reviewing these materials carefully before making any voting or investment decisions, highlighting that free copies will be available post-filing. Additionally, it mentions potential risks and uncertainties relating to the merger completion, regulatory approvals required, and the integration of the two companies' operations. Forward-looking statements regarding expected benefits and factors that could impact the merger's success are included, alongside reminders that financial measures discussed are not in accordance with U.S. GAAP.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134458

Filing Summary: On June 3, 2025, Chart Industries, Inc. entered into an Agreement and Plan of Merger with Flowserve Corporation, their respective boards having unanimously approved the merger. The transaction involves an all-stock merger of equals, whereby Chart will become a wholly owned subsidiary of Flowserve. Following this, the combined company will be headquartered in Dallas, Texas. The merger will convert each share of Chart common stock into 3.165 shares of Flowserve common stock, while any outstanding shares of Chart's preferred stock will be exchanged for a newly created preferred stock of Flowserve. Governance of the combined company will include equal representation from both firms on the board of directors, with key appointments identified. The merger is contingent on various regulatory approvals and stockholder agreements and may be terminated under certain conditions, signaling a strategic alignment aimed at enhancing operational synergies and market reach.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135017

Filing Summary: Chart Industries, Inc. is involved in a proposed all-stock merger of equals with Flowserve Corporation, creating a combined company anticipated to enhance growth and resilience in the market. The merger is expected to yield significant financial benefits, including approximately $300 million in cost synergies within three years of close, and is projected to position the combined entity as a leader in industrial process technologies and services. Shareholders will retain 53.5% ownership in the merged company, with key leadership roles outlined, including Jill Evanko as Chair and Scott Rowe as CEO. The transaction aims to leverage cash flow, maximize shareholder value, and meet rising global demand across multiple end markets. Relevant documents for this transaction will be filed with the SEC, and stockholders are advised to review these materials once available to understand the implications of the merger fully.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135022

Filing Summary: Chart Industries, Inc. has entered into an agreement to merge with Flowserve Corporation, creating a leader in industrial process technologies. This merger of equals combines the complementary capabilities and cultures of both companies. Flowserve, a major provider of flow control products and services, and Chart are committed to safety, sustainability, and innovation. The deal aims to enhance solution offerings for customers through the integration of digital platforms and improved delivery of high-quality products. The merger is expected to close in the fourth quarter of 2025, pending shareholder approvals and customary closing conditions. The new entity will operate under a new brand and will be headquartered in Dallas, Texas, while maintaining a presence in Atlanta and Houston. Integration planning teams are in place to ensure a seamless transition for customers, emphasizing that business continues as usual at Chart. Shareholders are encouraged to read forthcoming solicitation documents related to the merger for comprehensive information.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135023

Filing Summary: On June 4, 2025, Flowserve Corporation published a LinkedIn post regarding a proposed merger of equals with Chart Industries, Inc. The merger is valued at approximately $19 billion and aims to create a scaled, differentiated leader in flow and thermal management. This merger is oriented towards diverse, high-growth markets and seeks to enhance value and profitable growth for customers and associates. Flowserve intends to file relevant materials with the SEC, including a registration statement on Form S-4 and a joint proxy statement/prospectus seeking approval from shareholders of both companies. Investors are urged to read these materials carefully when they become available, as they will contain important information about the transaction. No offer or solicitation of securities will be made prior to proper registration under applicable laws. The communication also contains forward-looking statements about potential benefits, risks related to achieving anticipated synergies, regulatory approvals, and other uncertainties.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135025

Filing Summary: Chart Industries, Inc. is in the process of merging with Flowserve Corporation in an all-stock merger transaction. This proposed merger will create a combined company valued at approximately $19 billion. Under the terms of the merger, Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock they own, resulting in Chart shareholders owning 53.5% of the combined entity. The merger aims to establish a comprehensive suite of flow and thermal solutions, enhancing the capabilities and market reach of both companies. Anticipated synergies from this merger are estimated at around $300 million annually, contributing to significant cost savings and revenue growth. The merger is expected to close in the fourth quarter of 2025, subject to shareholder and regulatory approvals. This document discusses potential risks, including regulatory approval processes, expected timing for completion, and the overall strategic fit of the merger, which aligns with the current industrial trends focusing on clean energy and infrastructure.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135026

Filing Summary: On June 4, 2025, Chart Industries, Inc. announced a transformational merger of equals with Flowserve Corporation. Following a conference call, the leaders of both companies outlined the strategic benefits of the merger, stating it would create a scaled, differentiated leader in industrial process technologies. The all-stock merger will result in Chart shareholders owning approximately 53.5% and Flowserve shareholders 46.5% of the combined entity. This merger aims to generate approximately $300 million in annual cost synergies and significant upside from commercial revenue synergies. The combined entity anticipates $8.8 billion in revenue with $1.8 billion in cash flow for the year ended March 31, 2025. The merger is expected to close in Q4 2025, pending regulatory and shareholder approvals. The leaders emphasized the importance of growth opportunities across various end markets and the combined companies' strong financial foundations, aiming for enhanced shareholder value and a commitment to safety, innovation, and customer service.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135027

Filing Summary: Chart Industries, Inc. has announced an agreement to merge with Flowserve Corporation, a move characterized as a 'merger of equals'. This strategic merger aims to combine their complementary capabilities and create a leading entity in industrial process technologies. The merger is expected to close in the fourth quarter of 2025, pending the customary closing conditions and required approvals. Following the merger, the combined entity will operate under a new brand name, with its headquarters in Dallas, Texas, while maintaining operational presences in Atlanta and Houston. Key elements emphasized include the enhanced customer support and operational efficiencies that this merger is anticipated to bring. Both companies shared their commitment to safety, sustainability, and innovation, and highlighted the combination as a significant enhancement to their partner relationships. Communication about the merger will continue as they navigate through the approval and integration phases, with further documentation to be filed with the SEC in relation to the transaction.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525135030

Filing Summary: Flowserve Corporation and Chart Industries, Inc. have announced a merger of equals, forming a new entity focused on flow and thermal management. This strategic union will enhance operational capabilities and accelerate growth opportunities for both companies. Flowserve and Chart have histories of collaboration, with Chart being a leading provider in thermal management solutions across various industries. The merger is expected to close in Q4 2025, pending shareholder and regulatory approvals. Key positions post-merger include Scott Rowe as CEO and Jillian Evanko as non-executive chair. Integration planning teams are being formed to ensure a smooth transition and maintain current operations during the merger process. The combined entity aims to better serve customer needs and leverage diverse market growth potential.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134450

Filing Summary: On June 3, 2025, Chart Industries, Inc. entered into a Merger Agreement with Flowserve Corporation. This all-stock merger of equals was approved unanimously by both companies' boards. In the merger, Chart will become a wholly owned subsidiary of Flowserve, which will be headquartered in Dallas, Texas. Shareholders will exchange each share of Chart common stock for 3.165 shares of Flowserve common stock. Holders of Chart's Series B Preferred Stock will receive a newly created Flowserve Series B Preferred Stock with equivalent rights. The completion of the merger is subject to typical conditions including stockholder approvals and regulatory clearances. A press release and investor presentation were issued on June 4, 2025, to announce the agreement and provide further details.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525112831

Filing Summary: On April 30, 2025, Chart Industries Inc. entered into a Co-Investment Agreement with MSD Partners, L.P. related to the acquisition of all shares of common stock of HTEC Hydrogen Technology & Energy Corporation owned by ISQ HTEC HoldCo Limited. Following the purchase, ISQ will no longer hold any equity interests in HTEC. The agreement includes a Put Option allowing BDT&MSD to sell shares back to Chart Industries under specific conditions, and Chart also retains a Call Option to purchase up to 85% of the shares. There are terms regarding share valuation, rights of first offer, and concessions related to potential IPOs. Additionally, previous co-investment agreements were terminated concurrent with this transaction.