Chart Industries (GTLS) Acquires Earthly Labs

Chart Industries, Inc. (“Chart”) (NYSE: GTLS), a leading global manufacturer of liquefaction and cryogenic equipment serving multiple applications in the energy and industrial gas end markets, including carbon capture, today completed the acquisition of Earthly Labs, Inc. (“Earthly Labs”). The purchase price for the 85% of Earthly Labs that Chart did not already own was $62 million (subject to customary adjustments), of which approximately 62% is being paid in cash and 38% is being paid in shares of common stock of Chart, par value $0.01 (to certain sellers of Earthly Labs who are accredited investors). Such shares of common stock of Chart are valued for this purpose by using a 5-day volume-weighted average price per share of $169.42. Earthly Labs is the leading provider of small-scale carbon capture systems offering an affordable, small footprint technology platform called “CiCi ®” to capture, recycle, reuse, track and sell CO2. Earthly Labs proprietary approach includes hardware, software and services to address half of all existing carbon dioxide emissions from industrial sources while converting molecules to value. Earthly Labs' market-driven solution is unique in the carbon capture space, offering quick installation, fast payback, and a cloud-based software solution enabling real-time CO2 capture insights and ongoing value. Since inception, Earthly Labs has included Chart cryogenic CO2 storage tanks, vaporizers, and regulators as a standard part of its offering to customers.

“Earthly Labs’ small-scale carbon capture solution is a natural fit for our portfolio given the complementary end markets, sustainable portfolio and customers that need CO2 in the production and packaging of beer, wine, cannabis and food,” stated Jill Evanko, CEO and President of Chart. “Not only is it a natural fit, since our original investment earlier this year, Earthly Labs’ products have been ordered for numerous new geographies and end markets, resulting in a record year for the business. With the natural synergies and pull-through to our global customers, we see significant growth potential by having this offering in our expanded cryogenic carbon capture solution set.”

This acquisition not only expands our sustainability and ESG solution offering in carbon capture but also advances our ESG goals with the addition of another strong female leader, the founder and CEO of Earthly Labs, Amy George, who will continue in her role within Chart.

“I started Earthly Labs to address the climate challenge by capturing and avoiding 1 billion metric tons of CO2, as fast as we can - for my children and millions like them. Joining Chart makes this dream achievable,” said CEO Amy George. “It is also an honor to be led by a visionary woman CEO in Jill Evanko - who has built Chart into a powerhouse for renewable technologies that help big businesses and small businesses transition to a more sustainable future.”

Earthly Labs is expected to add approximately $20 million of revenue to Chart’s 2022 outlook with immediate accretion, including anticipated 2022 earnings per share of $0.12.

Winston & Strawn LLP served as legal advisors to Chart on the Earthly Labs transaction.

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