EX-99.2

EX-99.2 4 d411515dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 N Y S E : GTLS Acquisition of Howden | November 9, 2022 GTLS: GAS TO LIQUID SYSTEMS®

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, including statements regarding objectives, future orders, revenues, margins, earnings, performance or outlook, business or industry trends and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as may, will, should, could, expects, anticipates, believes, projects, forecasts, “indicators”, “outlook,” “guidance,” continue, “target,” or the negative of such terms or comparable terminology. Forward-looking statements contained in this presentation or in other statements made by Chart are made based on management's expectations and beliefs concerning future events impacting Chart and are subject to uncertainties and factors relating to Chart’s operations and business environment, all of which are difficult to predict and many of which are beyond Chart’s control, that could cause Chart’s actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause Chart’s actual results to differ materially from those described in the forward-looking statements include: the conditions to the completion of the acquisition may not be satisfied or the regulatory approvals required for the acquisition may not be obtained on the terms expected, on the anticipated schedule, or at all; long-term financing may not be available on favorable terms, or at all; closing of the acquisition may not occur or may be delayed; Chart may be unable to achieve the anticipated benefits of the acquisition (including with respect to synergies); revenues following the acquisition may be lower than expected; operating costs, customer losses, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers and suppliers) resulting from the acquisition may be greater than expected; slower than anticipated growth and market acceptance of new clean energy product offerings; inability to achieve expected pricing increases or continued supply chain challenges including volatility in raw materials and supply; risks relating to the outbreak and continued uncertainty associated with the coronavirus (COVID-19) and the conflict between Russia and Ukraine, including potential energy shortages in Europe and elsewhere and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the SEC, which should be reviewed carefully. Chart undertakes no obligation to update or revise any forward-looking statement. Use of Non-GAAP Financial Information This presentation contains non-GAAP financial information, including estimated future cost synergies, revenue synergies, free cash flow, adjusted EBITDA and adjusted EBITDA margins attributable to Chart as a result of the anticipated acquisition. Chart believes these forward-looking non-GAAP measures are of interest to investors and facilitate useful illustrations of Chart’s estimated future financial results if the acquisition is completed, and this information is used by the Company in evaluating internal performance. With respect to Chart’s estimated future financial results if the acquisition is completed, Chart is not able to provide a reconciliation of each non-GAAP financial measure presented because certain items may have not yet occurred or are out of the Company’s control and/or cannot be reasonably predicted Chart is a leading diversified global manufacturer of highly engineered equipment servicing multiple market applications in Energy and Industrial Gas. The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, a large portion of which are energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia, Europe and the Americas. For more information, visit: http://www.chartindustries.com GTLS: GAS TO LIQUID SYSTEMS® 2

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 hydrogen, carbon capture and storage, decarbonization of industries, water treatment, petrochemical, LNG, air separation, marine, cement and natural gas processing ▪ Strategically enhances Chart's business mix by adding new core capabilities in small-scale compression, increasing aftermarket capabilities and expanding global footprint ▪ Approximately doubles Chart's revenue and EBITDA (1) ▪ Accretive to margins, Cash EPS and Free Cash Flow in first full year ▪ Identified >500bps of margin expansion opportunity in the first three years of ownership (1) Free cash flow is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net cash provided by (used in) operating activities in accordance with U.S. GAAP. Management believes that free cash flow facilitates useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance. The Company’s calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies. GTLS: GAS TO LIQUID SYSTEMS® 3

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 Margin Employees Heavy Duty and Mine Ventilation (3) Orders Breakdown End-Market Aftermarket vs. New Build Geography Mine Safety APAC (ex. China) Infrastructure 8% 12% Solutions Europe, 9% Industrial Aftermarket 46% Middle East, 40% 41% Solutions 22% Africa and Traditional 16% China India Energy New Build 54% 26% 26% Energy & Americas Renewables (1) As of August 2022. (2) See appendix for more detail. (3) Based on 2022E orders. GTLS: GAS TO LIQUID SYSTEMS® 4

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 SYSTEMS® 5

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-Forward Aftermarket Opportunity Additional Entitlement Strengthen visibility and increase coverage of existing Howden Global P Opportunities with installed base Installed Remaining 60% of ~210K 169 Base Installed Base Units Installed Countries with Base Installed Assets Accelerate customer attachment via Howden Uptime adoption, P long-term service and framework agreements Complete Aftermarket Capabilities Spare Parts Retrofits & Service & Increase coverage of non-Howden assets through targeted Performance Maintenance P campaigns and differentiated offerings Upgrades Best-in-class Digital Offerings Drive margin expansion with pricing initiatives P Howden Uptime Remote Assistance & Augmented Realty GTLS: GAS TO LIQUID SYSTEMS® 6

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

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 in Small Modular Reactor applications fuels to renewables Transition Nuclear Power✓ Leading range of steam turbines, industrial heat recovery and biomass power generation Energy Recovery Accelerated climate CCUS Decarbonization action, leading to ✓ Air lubrication systems for fuel efficiency and exhaust gas recirculation to reduce emissions Marine increased drive for and ✓ ‘Green Metals’ applications via hydrogen-based decarbonization sustainable solutions Sustainability Metals across Industries Wastewater ✓ Aeration applications in wastewater treatment processes Investments in new Tunnel / Metro ✓ Ventilation and safety applications infrastructure in Urbanization & Transportation emerging markets and ✓ Blowers for vacuum trucks Infrastructure replacement in Petrochemicals ✓ Plastics, medicines, cosmetics, furniture, appliances, electronics and other applications developed markets Refrigeration✓ Large-scale refrigeration for cold chain applications, including food and pharma Copper, Lithium, Increased demand for Nickel, Platinum,✓ Key ventilation, cooling and heating applications that enhance mine safety Electrification electrification metals Zinc GTLS: GAS TO LIQUID SYSTEMS® 8

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 Boxes▪ Heaters Power ▪ Energy recovery ▪ Transports▪ Steam Turbines ▪ Biofuel / synfuels ▪ SaaS ▪ Biomass ▪ Water& Wastewater ▪ Bulk tanks▪ Vaporizers▪ Blowers Clean Water Treatment ▪ Dissolution ▪ Cryo-lease▪ SaaS ▪ Desalination equipment Clean Food, ▪ Carbon capture▪ Microbulk tanks▪ Transports▪ Compressors ▪ Beverage & Food Beverage ▪ Dosers▪ SaaS ▪ Vaporizers & Agriculture ▪ CCUS ▪ Heat exchangers▪ Transports▪ Fans ▪ Metals processing ▪ Storage tanks▪ Liquefiers▪ Compressors ▪ Chemicals / ▪ Vaporizers▪ Cold Boxes▪ Blowers Petrochem Clean ▪ VIP/VJP▪ Expanders▪ Steam Turbines ▪ Cement Industrials ▪ Heaters ▪ Mining ▪ Marine▪ VentSim Software ▪ Refrigeration ▪ SaaS ▪ Gas By Rail Howden additions GTLS: GAS TO LIQUID SYSTEMS® 9 Integrated Digital Offering

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, Offering decarbonization of industries, water treatment, petrochemical, LNG, air separation and natural gas processing ▪ Approximately doubles Chart’s revenue and further enhances our differentiated position in energy transition Doubles Chart’s ▪ Strategically enhances Chart’s business mix by adding new core capabilities in gas compression, increasing Scale and Expands aftermarket capabilities and expanding global footprint Global Reach ▪ Enhances Chart’s alignment with secular mega trends ▪ Accretive to EBITDA margins, Cash EPS and Free Cash Flow in first full year Expect Significant ▪ Identified >500bps of pro forma margin expansion opportunity in the first three years of ownership Value to Chart ▪ Estimated $175M of annual cost synergies in the first 12 months; $250M by year three Shareholders ▪ Significant commercial synergy opportunity, $350M identified by year three GTLS: GAS TO LIQUID SYSTEMS® 10

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 synergies ▪ Consideration to be paid with a combination of cash and preferred stock ▪ J.P. Morgan and Morgan Stanley Senior Funding, Inc. providing committed bridge financing for the cash Financing portion of the consideration ▪ Approximately $1.1B preferred stock issued to KPS (4) ▪ Estimated net leverage at closing of ~4.25x Pro Forma Balance Sheet ▪ Committed to reduce net leverage to high-2x by 2024E with an ongoing target of 2.0-2.5x Financial Benefit for ▪ Accretive to margins, Cash EPS and Free Cash Flow in the first full year Shareholders Timing▪ Expected close in 1H 2023 subject to regulatory approvals and customary closing conditions (1) As of August 2022. (2) Includes $175M in expected year one cost synergies. (3) Includes $250M in expected annual cost synergies by year three. (4) Net leverage before preferred stock, includes synergies. GTLS: GAS TO LIQUID SYSTEMS® 11

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 year of ~42% Gross Margins ownership ~$1.0B Adj. EBITDA Including Synergies $3.7B ~$175M cost synergies expected in the (2) Backlog first year of ownership ~23% Adj. EBITDA Margin >500bps of EBITDA Margin Accretive in first full year to margins, (3) >90% Expansion Opportunity Cash EPS and Free Cash Flow Free Cash Flow Conversion (1) Reflects full year contribution of Howden and includes commercial and cost synergies. (2) Presented on a constant currency basis. (3) Over the next three years. GTLS: GAS TO LIQUID SYSTEMS® 12

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 ▪ Strong culture of continuous improvement at each organization to support synergy realization ▪ Few common customers today ▪ Serve a broader set of end markets with a more fulsome, highly 12 Months Post-Close Annual by Year 3 complementary portfolio Key Sources of Synergies ▪ Apply Chart market leadership position through demonstrated Procurement Manufacturing profitable First of a Kind (“FOAK”) projects, global commercial Volume Leverage Leverage Combined and engineering teams on Indirect Spend Manufacturing Footprint ▪ Focus on aftermarket strength and serving large global installed Leverage Combined base Resource Equipment Offering vs. Rationalization Sourcing from Competition GTLS: GAS TO LIQUID SYSTEMS® 13

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 Howden additions

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 drive EMEA aftermarket Chart Howden Global Leader Supported by 50+ Service Centers and 40+ Manufacturing Plants Across 35 Countries Name: 0001552585_1 GTLS: GAS TO LIQUID SYSTEMS® 15

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 established globally in the private and public engineered and clean industrials sectors technologies and which is clearly aligned to equipment for the our purpose of enabling Expanded equipment portfolio to serve Nexus of Clean™ Nexus of Clean™ - clean vital processes which end markets power, clean water, clean advance a more ▪ Clean Power food and clean industrials, sustainable world.” regardless of molecule.” ▪ Clean Water ▪ Clean Food, Beverage & Agriculture Jillian Evanko, Ross Shuster, President and CEO, Howden ▪ Clean Industries CEO Chart Reaffirm Chart’s previously stated commitment to reduce carbon intensity by 30% compared to 2020 baseline by 2030 for the pro forma company (~2x in size) GTLS: GAS TO LIQUID SYSTEMS® 16

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 H feed 2 ▪ Howden equipment is complementary to key Chart equipment including BAHX, cold boxes, expanders, coolers and storage and H process 2 pressure loading systems Pre-cooling cycle Pre-cooling coldbox ▪ Enhances Chart’s ability to offer full scope solutions for liquefaction Pre-cooling Cryo-expanders temperature ▪ Howden high equipment efficiency + Chart process efficiency Cryogenic Cryogenic cooling cycle = highest customer value cooling coldbox Pre-expansion temperature and pressure Cryo-expanders▪ Aftermarket capabilities extend across the entire scope of supply Expansion and liquefaction LH product 2 device GTLS: GAS TO LIQUID SYSTEMS® 17 Ortho-para Ortho-para conversion conversion Purification

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 issued to KPS ▪ $3.375 billion fully committed bridge facility provided by J.P. Morgan and Morgan Stanley Senior Funding, Inc. ▪ Expected liquidity with backstopped revolver will allow ▪ Existing Convertible Notes, due November 2024, to remain in place Chart to maintain balance ▪ Commitment to rapid deleveraging within first 18-24 months after closing sheet strength and flexibility (1) Pro Forma Net Leverage ~4.25x ▪ Inorganic investments – no large M&A until deleveraged to High-2x 2.0x-2.5x target range At Close 2024E Ongoing Target (1) Pro forma net leverage before preferred stock and pro forma for applicable synergies. GTLS: GAS TO LIQUID SYSTEMS® 19

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 GTLS: GAS TO LIQUID SYSTEMS® 20

Appendix 21

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