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Baker Hughes Company officially completed its acquisition of Chart Industries, Inc. on July 16, 2026, as detailed in a recent Securities and Exchange Commission filing. Chart shareholders received $210.00 per share in cash under the merger agreement. Following the transaction's closure, Chart Industries ceased to be publicly traded, with the New York Stock Exchange promptly removing Chart Common Stock from its listings.
Key Points
- NYSE: GTLS — Baker Hughes finalized the acquisition of Chart Industries on July 16, 2026
- Chart shareholders were paid $210.00 per share in cash as merger consideration
- Transaction funding included $6.5 billion in U.S. senior notes, .0 billion in euro senior notes issued March 11, 2026, plus existing cash and term loans
- Chart Common Stock was delisted from the NYSE immediately after deal closure
Details of Merger Agreement and Consideration
The acquisition closed on July 16, 2026, pursuant to the Merger Agreement dated July 28, 2025. Baker Hughes' subsidiary, Tango Merger Sub, merged into Chart Industries, which continued as an indirect Baker Hughes subsidiary. Each outstanding Chart Common Stock share was canceled and converted to a cash payment of $210.00 per share, subject to withholding taxes and without interest.
All Chart shareholders, except those holding shares owned by Baker Hughes, its subsidiaries, or Chart and its subsidiaries, as well as those with appraisal rights under Delaware law, received this uniform cash consideration. This structure ensured a straightforward cash conversion for Chart shareholders while preserving Baker Hughes' ownership and respecting statutory appraisal rights.
Equity Incentive Awards Treatment at Closing
Chart employees and executives with equity incentives saw varied treatment based on award timing and terms. Stock options with exercise prices below $210.00 were cashed out for the spread between the merger price and exercise price, while out-of-the-money options (exercise prices at or above $210.00) were canceled without compensation.
Restricted stock units (RSUs) granted before the Merger Agreement date converted to $210.00 per share cash payments. RSUs granted on or after the agreement date converted into Baker Hughes RSUs using a ratio based on Baker Hughes Class A stock prices prior to closing. Performance stock units were split: a pro rata portion was cashed out at $210.00 per share, with the remainder converted into cash-based awards vesting over the original performance period.
Financing Strategy and Capital Deployment
Baker Hughes financed the acquisition through a mix of capital sources, including $6.5 billion in U.S. dollar senior notes and .0 billion in euro senior notes issued on March 11, 2026. These issuances were supplemented by borrowings under existing term loan agreements and cash reserves, ensuring ample liquidity and operational continuity throughout the transaction.
This diversified financing approach allowed Baker Hughes to manage debt maturities across currencies and lock in financing costs well before the July closing date, providing certainty and financial flexibility.
Redemption of Chart’s Debt Instruments
As a closing condition, Baker Hughes redeemed all outstanding Chart debt, including $1,457,043,000 aggregate principal of 7.500% Senior Secured Notes due 2030 and $510,000,000 aggregate principal of 9.500% Senior Notes due 2031, both issued under indentures dated December 22, 2022. Redemption funds were deposited with U.S. Bank Trust Company, National Association, serving as trustee and collateral agent.
Following fund deposits and fulfillment of indenture terms, both secured and unsecured note indentures were satisfied and discharged, eliminating approximately $1.967 billion in Chart debt and consolidating Chart’s liabilities into Baker Hughes’ balance sheet.
Prepayment and Termination of Credit Facilities
Chart’s Fifth Amended and Restated Credit Agreement, dated October 18, 2021, and administered by JPMorgan Chase Bank, N.A., was fully prepaid at closing. All outstanding amounts were paid, terminating Chart’s revolving credit obligations. Letters of credit under the agreement were either backstopped or assumed by Baker Hughes or its subsidiaries under existing bilateral facilities.
Termination of Chart’s credit commitments streamlined the combined company’s credit structure, reducing administrative complexity and consolidating lending arrangements.
NYSE Delisting and SEC Registration Withdrawal
On July 16, 2026, Chart Industries informed the NYSE of the merger completion and requested withdrawal of Chart Common Stock listing. The NYSE filed Form 25 with the SEC to delist and deregister Chart Common Stock under Section 12(b) of the Securities Exchange Act of 1934, ending public trading of Chart shares.
Chart also plans to file Form 15 with the SEC to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d), officially transitioning to a private subsidiary of Baker Hughes and ending ongoing public disclosure requirements.
Company Overview and Strategic Industry Position
Chart Industries specializes in manufacturing equipment and systems for energy and industrial gas sectors, focusing on cryogenic technology and liquefied gas handling. Its product portfolio includes storage, vaporization, and transportation solutions for liquefied natural gas, liquefied hydrogen, and other cryogenic fluids, serving downstream energy, industrial gas, and hydrogen infrastructure markets aligned with global energy transition and decarbonization trends.
Baker Hughes, a diversified energy services leader, operates across oilfield services, industrial power systems, and turbomachinery. The acquisition enhances Baker Hughes’ capabilities by integrating Chart’s cryogenic equipment expertise with its service and systems integration offerings, particularly supporting hydrogen production and distribution infrastructure critical to energy transition efforts.
Appraisal Rights and Shareholder Protections
Shareholders who exercised appraisal rights under Delaware law were excluded from the automatic cash conversion and retain the right to pursue judicial valuation proceedings. These statutory protections allow dissenting shareholders to seek a fair value determination through Delaware courts.
The merger agreement adheres to Delaware standards by preserving appraisal rights while enabling the transaction to proceed for other shareholders. The number of appraisal rights claimants and shares involved were not disclosed.
Post-Merger Status and Integration
Post-merger, Chart Industries operates as an indirect Baker Hughes subsidiary, maintaining its corporate entity through the merger of an intermediate subsidiary into Chart. This structure preserves existing contracts, licenses, and regulatory approvals tied to Chart’s corporate existence.
Chart’s operations, employees, customers, and vendors are now integrated within Baker Hughes’ corporate governance and financial reporting framework. The subsidiary status supports operational integration while retaining Chart’s brand identity and technical strengths within the combined enterprise.
