Chart Industries at J.P. Morgan Conference: Strategic Merger Focus

On Tuesday, 24 June 2025, Chart Industries (NYSE:GTLS) presented at the J.P. Morgan 2025 Energy, Power, Renewables & Mining Conference, highlighting its strategic merger with Flowserve. CEO Jill Ivankoe emphasized the transformative potential of the merger, projecting increased revenue growth and operational synergies. While the merger promises new opportunities, the company also faces challenges, such as managing tariff exposures and maintaining financial targets.

Key Takeaways

• Chart Industries and Flowserve merger aims for $300 million in cost synergies.
• Pro forma combined revenue anticipates 42% from aftermarket services.
• Chart’s commercial pipeline stands at $24 billion on a standalone basis.
• The company targets an investment grade rating with a net leverage ratio of approximately two.
• Chart Industries expects a book-to-bill ratio above one for Q2 2025.

Merger Synergies and Strategic Rationale

The merger between Chart Industries and Flowserve is designed to enhance revenue growth, with a focus on amplifying opportunities in LNG, hydrogen, and data centers. The integration is expected to double pump package opportunities for chemical customers. Cost synergies, estimated at $300 million, will be realized through procurement, back-office savings, and roofline consolidation. Additionally, $25 million in financing synergies are anticipated around the deal’s close. The merger aims to create a more resilient earnings stream with 42% of revenue from aftermarket services, reducing reliance on large projects.

Chart Industries Standalone Updates

CEO Jill Ivankoe expressed confidence in Chart Industries’ standalone performance, expecting a book-to-bill ratio above one for Q2 2025 and higher order intake compared to the previous year. The company’s data center portfolio offers significant growth potential, with opportunities in air-cooled heat rejection and other ancillary services. Despite a $50 million impact from tariff exposure, Chart reaffirms its financial targets and operational outlook, projecting normal seasonality with a strong second half of 2025.

Aftermarket Strategy

The merger aims to expand aftermarket service coverage by leveraging Flowserve’s 200 service centers compared to Chart’s 50. This expansion is expected to increase installed base coverage by 20%, targeting 80% in the future. The combined digital platforms of both companies will enhance thermal and flow monitoring capabilities. Aftermarket services are anticipated to provide durable earnings and long-term customer retention.

Operational Updates and Future Outlook

Chart Industries is targeting high single-digit growth and aims to outpace end markets through diversification into LNG, nuclear, and decarbonization sectors. The company plans to achieve an investment grade rating with a net leverage ratio of approximately two at the merger’s close. Flowserve’s presence in nuclear, chemicals, and the Asia Pacific region is expected to bolster Chart’s market position.

For a detailed understanding, readers are encouraged to refer to the full transcript below.

Full transcript - J.P. Morgan 2025 Energy, Power, Renewables & Mining Conference:

Arun, Host/Analyst: All right, we’re going keep things moving. When I published my conference preview on Friday, I highlighted this chart meeting as one of the most important updates that we get at the conference. So Joe, not going to put any extra pressure on you but I do think just given the recent M and A announcement with Flowserve that I think this is going be a really important one to dig into. So just given the recent announcement, we thought we would do a little bit of a combined presentation where Jill will go through some of the key salient points around the deal and just a quick update on Chart and then we’d go into a little bit of a fireside chat. With that, super excited to have Chart Industries.

I think this is the first conference you’re attending since the merger announcement. And again, delighted to have Jill Ivankoe who’s the CEO of Chart.

Jill Ivankoe, CEO, Chart Industries: Thanks Arun. It’s great to be here. I have a few remarks prepared and I’m going to refer to a slide that we released this morning which is up on the screen here and also available on our website. So stepping back, as Arun said earlier this month we announced the merger of Chart and Flowserve together which will create a scaled and differentiated industrial process technology company. It will be very unique in that it brings together thermal management and flow management.

And I’ll talk a little bit more about what that means going forward. The combination builds on the strategic journey that Chart has been on since 2018 positions the combined company against multi industry peers such as Ingersoll Rand and Dover. As we execute on our promises and commitments ahead, we believe that the combined business will be a leader among those multi industrial peers. I’ll explain today why we feel this combination is compelling and as the slide you see on the screen shows that one plus one equals three or three plus. I’ll speak to the details of four aspects of the combination and go into a little more specificity on each.

The first, increased revenue growth opportunities. The second, multiple margin levers including commercial cost and financing synergies. The third, enhanced earnings durability and resilience. And finally, balance sheet flexibility. Before I go into those four, I just want to step back and level set on the Chart Industries business on a standalone basis.

So by way of background, we design, engineer and manufacture process technologies and the mission critical equipment that supports those process technologies and that really targets industrial and energy end markets. We refer to ourselves as molecule agnostic, meaning that we can process and handle a wide variety of molecules And that hits a really broad set of end markets. In addition to that, having the mission critical equipment in house, which is also what the combination of Chart and FlowServe brings, allows us to serve our customers currently with heat exchangers, fans, tanks, trailers, compressors just to name a few along with the full lifecycle through to aftermarket. Over the past eight plus years, we’ve been focused on growing the business, expanding our end market access, margin improvement and cash generation for debt pay down. On the growth side of the business, we’ve taken an original portfolio, expanded it with process technologies and now we hit end markets that include LNG, hydrogen, helium, carbon capture, water treatment, metals and mining just to name a few.

In addition to that, we’ve expanded aftermarket over that period of time from virtually none to our current standalone about a third of the business. And in the Flowserve Chart combination that will be about 42% of pro form a combined revenue. On the margin expansion side, we’ve deployed multiple different tools most recently with executing on the synergies from our Chart and Howden integration. We acquired Howden in March of twenty twenty three and over the last two point five years we’ve achieved the original laid out cost synergies as well as commercial synergies. In fact, we achieved those earlier than the original targeted timeline and we exceeded both cost and commercial synergies.

The cost synergies, the originally identified were $250,000,000 across three years and that was about 6% of revenue. In the Chart and Flowserve merger, we’ve identified $300,000,000 of cost synergies across the first few years and that equates to about 3% of revenue. We also continue on our Chart business excellence journey and you’re going to hear me talk about how the combined business and the continuous improvement toolkit really applies and is able to drive more margin expansion ahead. And then finally, we focused our cash culture on generating operating cash flow for debt pay down. So all of this is amplified in the combination of Chart and Flowserve together.

I’m going to share some details and again I’m going to point you to the slide that we released today, the four bullets that I want to keep coming back to as to why one plus one equals three. There’s also meaningful upside but right now we’re going to focus on delivering the commitments that we’ve put out. So first, increased revenue growth opportunities. There’s multiple enhanced revenue growth opportunities from this combination and I want to point out that that’s more so than what Chart and Flowserve could do on a standalone basis. When we look at the opportunities that we on a standalone basis have had, those don’t go away.

Those still exist. And again, they’re amplified, they’re bolstered by this combination. In addition to greater content on our systems and solutions portfolio, we also anticipate to have more total orders. And I’m going break that down a little bit right now. So first more content on our systems and solutions offering.

When you look at Chart standalone, our commercial pipeline of opportunities, meaning opportunities that are not yet in backlog but are very specifically identified to projects, to customers, That’s about $24,000,000,000 of opportunity for us on a standalone basis. On day one of the combination of Chart and Flowserve together, that will be amplified. And I’ll give you a couple examples of that content in terms of percent of amplification. When you look at LNG, you look at hydrogen, helium, carbon capture. Those require flow elements.

In the combined business, we anticipate that that adds about 10% of content to a solution serving those applications. In the case of data centers where we play an air cooled heat rejection today by having the combined business together that opportunity will be amplified by 25%. The same is in reverse. So for flow service commercial pipeline, the opportunity to pull things like our heat exchanger offering and our compressors through to chemicals customers take a pump package. With heat exchangers and compressors that pump package is double in the combined business.

And it’s probably worth noting as well just from a tactical perspective that both Chart and Flowserve utilize salesforce.com as our CRM system. And so there’s the ability for this to be impactful again on day one following the close. The second area of enhanced revenue opportunities is around pulling through geographic and end market opportunities. And we’re excited to leverage Flowser’s relationships in nuclear, chemicals and the refining end markets as well as their footprint in particular where we aren’t as strong in Asia Pac in countries like Malaysia and Thailand and Korea. Across chart, we estimate that about 75% to 80% of the applications that we serve require a flow element.

So to kind of go about that same approach of how much more opportunity is there from an amplification standpoint, it really is 75% to 80% that need flow elements. In addition to that, we estimate a chart on a standalone basis that we have about 85% of our portfolio that’s covered with intellectual property. Flowserve’s portfolio is also approximately 85% covered by intellectual property. That’s a meaningful and important topic here. When you look at the engineering high specification types of product that Flowserve has and that ranges from pumps and valves and seals, there’s very few in the market that can do some of these applications.

And I’ll give you a couple of examples. One of those would be control valves, certain types of pumps that are in their high spec pumps and valves and they go into severe service environments. Reliability is mission critical. For those of you who know the Chart standalone story, you know we point to reliability. That if our equipment or our technology in a plant isn’t working, then the entire plant is down.

And that is the same for flow. The list is much longer and I could keep going on that. But what I would point to in addition to what I just described is that both Chart and Flowserve have specific regulatory certifications with customers and end markets that are very difficult to obtain and create the opportunity for further differentiation in a broader mode. And then finally on the revenue side, aftermarket with service repair and the digital aspect. Again, one plus one equals three.

Day one, we’re able to drive the opportunity to utilize 200 service centers around the world compared to Chart’s 50 on a standalone basis. We’re going to be able to hit an installed base of 5,500,000 assets compared to 450,000 on a Chart standalone basis. In addition to that, right now on a standalone basis, we at Chart, we cover about 40% of our installed base with aftermarket service repair. Because of the footprint of those 200 combined service centers, we anticipate that we’ll be able to incrementally achieve another 20% installed base coverage as a result of this combination, well on the path to the 80% target that we’ve laid out previously. And then finally, and this is important, bringing together Flowser’s Redraven digital software with Chart’s digital uptime will be what we believe to be the only in the market single platform that can monitor a customer’s thermal inflow digitally with one software platform.

We going be able to achieve that very quickly because both Digital Uptime and Red Raven are on the same software platform. So we’re not going to have to compromise capabilities on either side. And that’s something that customers today, they have to go to two different or even more than two different software platforms and providers to be able to monitor thermal and flow. So that’s exceptionally more valuable in the combined business than each on their own. So if I move on to the second bullet on the slide, you can see multiple margin levers.

And I want to talk again about why margin has an immense amount of upside in this combination and another factor into one plus one equals three. The meaningful margin opportunity isn’t only about synergies. So I want to start with the non synergy side. I just talked about all the revenue enhanced levers that there are at pull. But it’s not just the impact to what we expect to be above market growth business, it’s also the impact to the mix in the combined company.

And what I mean by that is when you go into more content on a system and solution, you are able to command more margin. When you have more aftermarket, which is stickier and more durable, you’re able to have higher margin as a result of those two things. So the revenue mix profile also drives margin accretion. We talked through our continuous improvement cultures and bringing the two companies together will leverage the best of both in terms of continuing to deploy the continuous improvement activities that each on our own are in the middle of our journeys. And then I will hit cost synergies because I think it’s important to point out that the $300,000,000 of cost synergies that we’ve put out as our initial target is our starting point.

The teams have worked together to build this bottoms up and we have identified upside opportunities. But what we want to do first is we want to deliver on our promises to the $300,000,000 The three main categories around cost synergies are procurement, which is about a third. The teams work together, overlaid the top 100 suppliers by spend, focused in on the top five spend categories of castings and forgings, metalworking, ancillary equipment, logistics and buyouts. The second category meaning back office and functional savings is about 40%. And this isn’t just looking at overlaying where there’s duplication.

This is also about things like each company has an HRIS system. There are multiple different IT system and licensing opportunities. There’s the leveraging of combined engineering shared service centers, multiple other examples including public company costs. And then the third main category is around roofline consolidation opportunities. The financing synergy piece is $25,000,000 that’s on top of the 300 synergies.

And that $25,000,000 is going to happen right around close. That is specific to the refinancing of Chart’s revolving credit facility and term loan B. And that also supports our expected investment grade rating. We do believe that in 2026 there’s further opportunity beyond the $25,000,000 of financing synergies for us to be able to potentially refinance the Chart standalone debt on the senior secured and senior unsecured notes, which are at a higher rate than the average. And none of our anticipated synergies that we’ve talked about so far include the synergies for working capital.

We anticipate and we have identified the opportunity to drive down in the combined company working capital as a percent of sales and we expect that that will also be a benefit from executing against the cost and the commercial synergies that we’ve described. So moving on to the third bullet of why one plus one equals three, enhanced earnings durability and resilience. We do anticipate that the two companies together will generate less cyclical results, reduce large project dependence and have more predictable revenue given that aftermarket is 40% plus of the combined company revenues. Said differently, on a risk adjusted basis, we believe that the EPS of the combined company earnings is far more durable and predictable than the standalone probability of earnings outcomes of each individual business. So finally, bullet four on why one plus one equals three is balance sheet flexibility.

So while a technicality, we did structure the transaction in this way so that we can target the investment grade rating as I just described. And we anticipate that at close, we would have a net leverage ratio of approximately two. Additionally, EBITDA to cash conversion in the combined companies will be consistent and will be improved and we like that combination to again further the resiliency around our cash conversion and our cash culture. So coming up next between now and close, we have the required regulatory filings and the shareholder vote and our teams are diligently working on preparing for day one. That’s the integration office together as well as coming up with the combined company’s new name, the segmentation for reporting which will focus on ensuring simplicity to modeling as well as understanding the combined company business in terms that we can talk about publicly.

And I think very important is laying out our twenty twenty six executable targets. Growth of high single digits, so we expect that given our access to end markets, high growth end markets that the markets themselves are high single digits that we can outgrow and outpace our end markets, synergy targets and medium term targets. I want to point out that we have learned from our experiences. We’ve learned from our mistakes as we’ve learned and integrated over the last few years. And we plan to incorporate our learnings from the chart side jointly with Flowserve into a measured and prudent approach against our targets so that we can hit the commitments that we’re making and continue to move on to further capital allocation opportunities.

Lastly, before I turn it back to Arun, we think we’re building a very differentiated industrial process technology company together. And we do believe that we will have we will be a leader amongst industrial peers such as Ingersoll Rand, Dover and Honeywell. We’re excited to have the opportunity to outgrow these high growth end markets, more margin expansion upside, the investment grade balance sheet and again all underpinned by delivering on the commitments ahead. So we’re really excited to progress this to close. Thanks Arun.

Arun, Host/Analyst: Great. Really interesting comments here. So let me see if I can kind of help maybe talk a little bit about the merger to start Can you maybe start with maybe the pro form a sales portfolio, some of your key end market and geographic exposure. You talked about Asia Pacific, which should help Chart on a standalone basis.

Jill Ivankoe, CEO, Chart Industries: Yes, definitely excited about the diversification of these end markets. So if you looked at what I described Chart’s standalone strategy has been, the focus on growth, margin expansion, debt pay down and doing so in a molecule agnostic environment, nexus of clean, clean power, clean water, clean food, clean industrials. If you look at what Flowserve strategy has been, that’s the three Ds. So diversification, you get decarbonization and digitization. And if you look and you compare those while using different words, they’re really, really similar.

And so we’re now going to be able to amplify the opportunity to play in LNG, which we continue to expect that LNG is a key part of the future ahead, the decades ahead. But we’re going to be able to play in that with more content. So we’re excited about that. We really like the opportunity to utilize Flowser’s expertise and customer relationships on the nuclear side. That’s an area that at Chart we have capabilities for in fans, in SMRs, in helium circulators.

But you have to have those relationships with the big dogs in those end markets and that’s something we think will be able to be pulled through. Then you look at multiple different other decarbonization end markets, multiple different power end markets. We’re just at the tip on the data center, the artificial intelligence AI driving more global increased global energy demand. And on the data center side, I’m really excited about this particular end market. In Chart standalone, we serve that with air cooled heat rejection capabilities.

So think air cooled heat exchangers. When you put the pump packages together and the valve packages together, this is what our data center customers are asking us for. We use this expression because one of them actually said this, bring me the store, don’t just bring me the aisle. And this allows us to add more content. But in addition to more content, having the flow serve capabilities on the data center package gives us access not only to air cooled heat rejection but also to water cooled.

And that’s very similar to what we saw with Chart and Howden where we had liquid hydrogen capabilities on Chart pre Howden. Howden brought us the ability to serve both gaseous and liquid hydrogen. So addressable market expansion is kind of how I would describe that. And we could go through a lot more end markets but I’m excited about those. And then the geographic piece is something that we have worked to build out because in the type of business that we have in the system solutions, having the capability to be closer to your customers install base and plants is something that really will drive aftermarket not only for spares but also for LTSA opportunities.

And that’s something that I commented on Asia Pac. I’ll comment on John, if anybody’s interested, John Walsh, our Investor Relations SVP has a map that overlays both of our footprints and you can really it really is a great visual to show you where there’s opportunity from an end market geographic pull through. Let’s talk

Arun, Host/Analyst: a little bit about aftermarket. Your thesis on Houghton has really played out. It’s really led to margin expansion and more of a recurring revenue base for Charton and some really favorable backlog trends. How do you expect this merger with Flowser to strengthening your aftermarket portfolio? I think you mentioned over 40% of the pro form a business will be aftermarket?

Jill Ivankoe, CEO, Chart Industries: Yes. So we based on 24%, 42% of the pro form a business would be aftermarket. And that’s that on by definition is higher generally higher margin for all the reasons that everybody understands. The recurring revenue aspect of that also drives into bullet three there, the enhanced durability of earnings, something that we like the stickiness of customers. So you get the customer that needs that aftermarket, they tend to stay with the product with the provider of that product.

So we’re very excited about that. I think the other aspect of aftermarket that I’m excited about from the chart perspective is that as we have seen our process technologies go out in the field and continue to take hold. And I’ll pick on IPSMR, which is our LNG process technology as an example. Now we have IPSMR operating at Cheniere’s Corpus Christi Stage 3 facility. IPSMR is operating at a handful of locations in the field at above nameplate capacity.

What we are starting to have the capability to do is have long term service agreements with those operators especially because it’s our technology. So once the EPC goes away then the operator wants to ensure that the technology has the preventive maintenance, the service repair capabilities. And having the Flowserve footprint will allow us to do that. And we have a lot of floating a lot of small scale applications outside of The United States will allow us to be close enough to have that attachment rate increase.

Arun, Host/Analyst: You touched upon the $300,000,000 of annual cost synergies. Feels like that’s a fairly achievable conservative kind of outlook. Can you maybe talk a little bit about the revenue synergy opportunities?

Jill Ivankoe, CEO, Chart Industries: Yes, definitely we said 2% incremental from the revenue synergy opportunities. So clearly we expect that we can outpace the high single digit end markets that are growing in that way and then have the incremental revenue synergies on top of that. But what I would say there is out of I mean all the synergy teams that have been working together are really, really excited. I would say the commercial team is extraordinarily excited. And that says a lot because of the way that the opportunity for us to bring content on day one I think is really important.

This expanded system solution set. But when you look at the solution side, and this is one area that I think is really, really important that leading with process technology for a system or solution, and we’ll stay with the IPSMR LNG example, that you’re working with the customer very, very early on pre feed and feed and engineering design. And the customer wants that mission critical equipment that’s going into the solution and the process technology to be tied in to the guarantees around that and all of that. So this adds another ability for us to spec in our own content and hence get more and more opportunities. So I’m really excited about that.

Clearly we’ve had customer conversations. Our customers are excited about what lies ahead. And our customers are also really excited about this ability to have us as an original equipment provider have people close enough in the field to their install base. So it’s not just about our install base, it’s also about their install base. And I use an example from a year or so ago ish where we have sold LNG fueling stations to a customer in Europe.

That customer, Gazoom, asked us to have LTSA with respect to the ability to do preventive maintenance or emergency maintenance. But part of that was that we needed to be able to get to their install base within x number of hours of when the requirement was. The only way we were able to accomplish that was through having the Howden network of field service people in Europe. That is going to, we think, be bolstered in places like Asia Pac that were less penetrated with field service people. So those are just some examples of where we think upside resides in that bullet one, the enhanced revenue opportunities and the commercial synergy opportunities that lie ahead.

But we, as you said, we put numbers that we built from the bottoms up and are very confident in. And we do think as we deliver on those promises, we’ll have the opportunity for upside to those.

Arun, Host/Analyst: Okay. I’m going to shift gears a little bit and I’ll talk about a little bit more about Chart standalone. Just since I don’t cover Flowserve, it made me make sense. But could you talk a little bit about the tariff exposure? On the 1Q call you talked about $50,000,000 which seems digestible, but any updated views on that?

Jill Ivankoe, CEO, Chart Industries: So that was a gross annual impact number on the tariff exposure and that included if the ninety day pause went back to where it would have been before. So that’s kind of an all in gross annual exposure number that doesn’t take into account any mitigation activities that we have well underway and also any pass through that we can give to the customers. So we continue to be within that number and we continue to drive the push through not only to customers but also ways to mitigate that risk and don’t see at this point anything negative compared to what we said before.

Arun, Host/Analyst: Okay. Again for Chart standalone, I think we’ve been impressed by the amount of orders you’ve been announced throughout your four key areas. And you’ve despite all the uncertainty John and I have talked about, you still have confidence on the book to bill of one or more. Can you maybe just give some updated views on that?

Jill Ivankoe, CEO, Chart Industries: Yes. So what we have said what we said in the May was that we expected the second quarter twenty twenty five book to bill to be above one. I will restate that today. We still expect the second quarter book to bill to be above one. We also said that we expected the second quarter of twenty twenty five orders to be higher than the second quarter of twenty twenty four.

We still expect the second that same metric to be the case. So we expect Q2 twenty twenty five orders to be above Q2 twenty twenty four.

Arun, Host/Analyst: Got it. A new wrinkle in the 1Q update was just you talking about your data center kind of portfolio. And maybe you could just kind of elaborate on that because it is a really exciting opportunity for Chart.

Jill Ivankoe, CEO, Chart Industries: Yes, we’re very excited about this. And yes, I commented about the air cooled heat exchangers or heat rejection for air cooled applications and data centers. But what we have worked to do is to offer more of that full store to the customers and that can be around water treatment in some cases. It can be on air coolers, it can be on fans. The Toughlight four fan is a really, while great for LNG, it’s also great for data centers depending on where they’re geographically located.

So we’ve been working with these data center providers that are either hyperscalers or other data centers or even EPCs that have the projects to build. And what we’re finding is that there’s immense amount of opportunity not only from the air cooler side which is really where we started to play in data centers but also some of this ancillary work that we have on a standalone basis. Another example of that is when I say ancillary, think the data center provider needs 20 fourseven power. And how that comes to them comes in various different ways. That is by far the number one issue for data centers.

And having the opportunity for things like LNG peak shaving at site. There’s opportunities for carbon capture at site. So the portfolio that we bring is very broad in terms of addressing data center needs. It’s not just the equipment into the data center itself, but also various ways that they’re considering having access to energy 20 fourseven. And then I did comment in my remarks there that we’re super excited about the potential to have 25% more content as a result of the combined Chart and Flowserve business for data center specifically.

Arun, Host/Analyst: Last question, I’m going to be quick here. Just any operational update that you could provide for Chart standalone? Historically, business has a lot of seasonality where 1Q is kind of the low point. How are you tracking regarding your key operational financial targets for 2Q and the balance of the year?

Jill Ivankoe, CEO, Chart Industries: So the seasonality comment, stepping back, had we commented on our first quarter earnings call that we expected 2025 to have the normal seasonality of what we’ve seen over the last couple of years where Q1 steps up to Q2 and then the second half has specific rollout of the backlog that was in place as of threethirty one and that view is unchanged as well.

Arun, Host/Analyst: Okay. Great. Thank you, Jill and John. Appreciate it.

Jill Ivankoe, CEO, Chart Industries: Thank you so much, Arun.

Arun, Host/Analyst: Thank you. Well done. You too.

Jill Ivankoe, CEO, Chart Industries: You’re on for the next one.

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