Chart Industries, Inc. · NYSE:GTLS
Chart Industries — Merger or Acquisition (November 2022)
22 slides from Chart Industries's merger presentation, Nov 9, 2022
Slide 1: Acquisition of Howden
Exhibit 99.2 N Y S E : GTLS Acquisition of Howden | November 9, 2022 GTLS: GAS TO LIQUID SYSTEMS®
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements Certain statements made in this investor presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Chart’s business plans, incl
Slide 3: Chart's Acquisition of Howden
Chart’s Acquisition of Howden ▪ Expands Chart's equipment portfolio and process technology offering for multiple molecules and applications across high growth areas, and in particular in the Nexus of Clean™ and energy ▪ Strong synergies, scale and innovation potential in priority areas including hyd
Slide 4: Howden Overview
Howden Overview ~$1.8B 18 Manufacturing Locations Global Leader in Core Compressor (1) LTM Revenue 41 Service Centers Applications ~$340M ~210k Global Leader in Core Blower (1)(2) LTM Adjusted EBITDA Units Installed Base Applications ~19% ~6,500 Global Leader in Industrial, (1) LTM Adjusted EBITDA M
Slide 5: Howden Product Portfolio
Howden Product Portfolio Steam Turbines Compressors Blowers & Fans Rotary Heaters Centrifugal Screw Diaphragm Turbo Blowers Air Preheater Single-Stage Fans Reciprocating Centrifugal Rotary Blowers Cooling Fans Gas-Gas Heater Multi-Stage Software & Digital Uptime VentSim™ Design GTLS: GAS TO LIQUID S
Slide 6: Howden Drives Aftermarket Opportunity Across the Combined Business
Howden Drives Aftermarket Opportunity Across the Combined Business ~40% of Installed Base Aftermarket Agreements ~200 Assets ~6,000 New Build Additions to Entitlement Achieved Currently Covering >2K Assets Connected to Uptime Installed Base per Year Howden's Aftermarket Business Significant Go-Forwa
Slide 7: Howden's Diverse Customer Base of Industry Leaders
Howden’s Diverse Customer Base of Industry Leaders G GT TL LS: S: G GAS AS T TO O L LIQU IQUID ID SY SYST STEM EMS® S® 7
Slide 8: Howden is Focused on High Growth End-Markets Supported by Strong Macro Tailwinds
Howden is Focused on High Growth End-Markets Supported by Strong Macro Tailwinds Macro Trends Subsegments How Howden Plays Hydrogen Biofuels / Synfuels✓ Compression solutions across hydrogen value chain Energy Global shift from fossil Biomass Power✓ Traditional nuclear industry provides credibility
Slide 9: Combined Solutions Across the Nexus of Clean
Combined Solutions Across the Nexus of Clean™ Chart Process Technologies Clean Solution End Market Wholly-Owned Minority Ownership ▪ Hydrogen ▪ BAHX▪ Valves / Vaporizers▪ Fans ▪ Helium ▪ ACHX▪ Expanders▪ Compressors ▪ LNG ▪ Biogas Clean ▪ Bulk & Microbulk▪ Liquefiers▪ Blowers ▪ Nuclear▪ Fans▪ Cold B
Slide 10: Compelling Strategic Transaction
Compelling Strategic Transaction ▪ Expands Chart’s equipment portfolio and process technology offering for multiple molecules and applications across high growth areas Highly Complementary ▪ Strong synergies, scale and innovation potential in areas including hydrogen, carbon capture and storage, Off
Slide 11: Transaction Overview
Transaction Overview ▪ Chart to acquire Howden from affiliates of KPS Capital Partners for $4.4B (1) ▪ 12.9x LTM Adjusted EBITDA excluding synergies Consideration (1) (2) ▪ 8.5x LTM Adjusted EBITDA including year one cost synergies (1) (3) ▪ 7.4x LTM Adjusted EBITDA including year three cost synergi
Slide 12: Combined Company Financial Metrics
Combined Company Financial Metrics Enhanced Scale and Margin Pro Forma Business Profile Compelling Value Proposition (1) 2023E Pro Forma Significant incremental ~$4.3B ~30% commercial opportunities with ~$150M Revenue Including Commercial Synergies Aftermarket with of synergies expected in the first
Slide 13: Significant Synergy Opportunities
Significant Synergy Opportunities Expected Annual Cost Synergies Overview of Expected Synergy Opportunities ($M) ~$250 ▪ Meaningful upside from cross-selling with ~$350M identified annual commercial synergies by year three ~$175 ▪ Additionally, ~$250M identified annual cost synergies by year three ▪
Slide 14: Expanding Exposure to Additional Markets
Expanding Exposure to Additional Markets Industrial Over the Molecules Energy CCUS Water Nuclear Gas Road by Rail Recovery Energy & Tunnel & Hydrogen Space Cannabis Lasers Biomass Chemical Metro Food & Marine Critical LNG Biofuels Metal Mining Beverage Systems Care GTLS: GAS TO LIQUID SYSTEMS® 14 Ho
Slide 15: A Global Footprint to Serve Customers Locally
A Global Footprint to Serve Customers Locally Global presence, engineering-led organization Local footprint in all major markets with locations in 35 countries ~25% Ability to deliver any Asia-Pacific solution to any customer, ~40% globally Americas Global network of 50+ ~35% service centers to driv
Slide 16: Together, a Stronger ESG Leader
Together, a Stronger ESG Leader “Chart’s vision is to be the “Chart’s Nexus of Clean™ global leader in the approach focuses on the design, engineering and drive for clean power, Greater exposure to aggressive GHG and CO Reduction manufacturing of highly clean water, clean food 2 goals being establis
Slide 17: Combining Complementary Capabilities to Deliver More Complete Customer Solutions
Combining Complementary Capabilities to Deliver More Complete Customer Solutions Illustrative Hydrogen Liquefaction Process ▪ Howden’s reciprocating and centrifugal compressors are an ideal fit for Chart’s hydrogen and helium liquefaction + small scale LNG processes Pre-compression Compressor trains
Slide 18: Combined Solutions Across the Nexus of Clean
Combined Solutions Across the Nexus of Clean™ Chart Process Technologies Clean Solution End Market Wholly-Owned Minority Ownership ▪ Hydrogen ▪ BAHX▪ Valves / Vaporizers▪ Fans ▪ Helium ▪ ACHX▪ Expanders▪ Compressors ▪ LNG ▪ Biogas Clean ▪ Bulk & Microbulk▪ Liquefiers▪ Blowers ▪ Nuclear▪ Fans▪ Cold B
Slide 19: Overview of Deal Financing and Capital Allocation
Overview of Deal Financing and Capital Allocation Overview of Deal Financing Capital Allocation Priorities ▪ $4.4B purchase price through a combination of cash and shares ▪ Deleveraging with all excess Free Cash Flow focused on ▪ $3.375B in cash reducing debt ▪ Approximately $1.1B preferred stock is
Slide 20: Compelling Value Creation for Chart Shareholders
Compelling Value Creation for Chart Shareholders Delivering the Nexus of Clean™ at scale Global leader in air and gas handling, ~2x in scale Highly strategic, focused on core energy transition and high value end market offerings Highly accretive transaction on margins, Cash EPS and Free Cash Flow GT
Slide 21: Appendix
as Oo c o ror 2 <x
Slide 22: Reconciliation of Howden LTM EBITDA
Reconciliation of Howden LTM EBITDA LTM (Aug-22) $M Net sales $1,763 Net income $64 Income tax expense 43 Interest expense, net 113 Depreciation and amortization 77 EBITDA $297 Acquisition, pro forma and non- 46 recurring cost adjustments Adjusted EBITDA $342 GTLS: GAS TO LIQUID SYSTEMS® 22
Chart Industries — Merger or Acquisition (November 2022) on 6ix