Flowserve’s $19 Billion Merger of Equals with Chart

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

The Cravath team is led by partners Daniel J. Cerqueira and George F. Schoen and includes associates Maria Ricaurte, Mariel V. Mok, Colin L. Halvey, Michael William Alexander Greenfeld and Nicholas J. Juan on M&A matters; partner Jonathan J. Katz, senior attorney Aaron S. Cha and associates Caroline Wyatt and Louis (Jay) Kober on executive compensation and benefits matters; partners Andrew J. Pitts and Kelly M. Smercina and associate Fay E. Faught on financing matters; partners J. Leonard Teti II and Arvind Ravichandran and associates Tristan Baylor and Jonathan Minion on tax matters; partner Sasha Rosenthal‑Larrea, senior attorney Carys J. Webb and associate Liza C. Clark on intellectual property matters; partner Margaret T. Segall and of counsel Michael B. Singer on antitrust matters; partner John W. White, of counsel William D. Podurgiel and associate Lyudmila D. Kirichenko on corporate governance matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; and senior attorney Joyce Law and practice area attorney Lauren Piechocki on real estate matters. Simi Fajemisin also worked on antitrust matters. Summer associates Greene Ko and Istvan Zain Kovach also worked on M&A matters and summer associate Chandler O. Rankin also worked on corporate governance matters.