PR98723

NEW YORK, Nov. 9, 2022 /PRNewswire=KYODO JBN/ --

KPS Capital Partners, LP ("KPS") announced today that it has signed a

definitive agreement to sell its portfolio company, Howden (the "Company"), to

Chart Industries, Inc. ("Chart Industries" or "Chart", NYSE: GTLS), a Ball

Ground, Georgia based manufacturer of highly engineered equipment servicing

multiple applications in the clean energy and industrial gas markets, for $4.4

billion.

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Howden is a leading global provider of air and gas handling solutions that

drive enhanced safety, efficiency and environmental sustainability in

mission-critical processes across a broad range of attractive and fast-growing

industrial markets.  Howden manufactures a complete portfolio of rotating

equipment products, including compressors, blowers, fans, rotary heaters and

steam turbines. The Company's products enable its customers' vital processes,

which advance a more sustainable world. Headquartered in Renfrew, Scotland,

Howden employs more than 6,500 associates globally in 35 countries, including

over 750 engineers.

KPS acquired Howden in 2019 from Colfax Corporation in a highly complex global

corporate carve-out transaction. KPS assembled an accomplished management team,

led by Chief Executive Officer Ross Shuster, to lead the transformation of

Howden into a large scale, leading global air and gas handling platform.  In

just over three years of ownership, KPS, in partnership with management,

successfully transformed Howden into a fully independent, fast-growing company

focused on innovation.  

KPS and Howden's management team executed an aggressive growth strategy that

repositioned Howden towards sustainability-linked end-markets and

applications.  Under KPS' ownership, Howden entered or expanded its presence in

end-markets that are critical to the future of the industrial economy,

including hydrogen compression, carbon capture, utilization and storage,

wastewater treatment and energy recovery.  KPS made significant investments in

the Howden platform, including completing seven highly-synergistic add-on

acquisitions, supporting new product development and technology innovation,

investing in manufacturing capacity expansions and executing operational

improvements.  As a result of these actions, Howden achieved record orders,

revenue and profitability under KPS' ownership.

Raquel Palmer, Co-Managing Partner of KPS, stated, "Howden exemplifies the KPS

investment strategy of seeing value where others do not, buying right and

making businesses better, across decades, economic and business cycles,

geographies and industries.

We are proud of Howden's extraordinary transformation under our ownership.  

Howden demonstrates our ability to partner with world-class management teams to

build industry-leading manufacturing companies on a global basis.  The

Company's success is a direct result of KPS' commitment to and investment in

Howden's organic and strategic growth initiatives and its people.  The Company

is well-positioned for continued growth and industry leadership under Chart's

ownership.

We congratulate and thank Ross Shuster, Howden's Chief Executive Officer, along

with the Company's senior management team, for their strategic vision and

brilliant execution, which resulted in the Company's significant growth and

value creation under our ownership.  Chart recognized Howden's remarkable

transformation, which was made possible by the hard work and dedication of all

of Howden's employees.  We are excited for the future of the combined Chart and

Howden business.  We believe there is tremendous industrial logic in combining

the two businesses and that the combination will deliver significant value for

all stakeholders."

Ross Shuster, Chief Executive Officer of Howden, added, "Our partnership with

KPS has been extraordinary. KPS recognized the underlying potential of the

Howden business and actively supported the Howden team through a significant

business transformation over the past three years. Today, Howden has a stronger

team, highly robust processes and a superior financial profile. In addition,

Howden's business and growth strategies are aligned with a number of global

macro-trends including the energy transition, decarbonization of industry, and

electrification. The strength of the Company has been recognized by Chart

Industries, and Howden will continue on its positive trajectory as an integral

part of Chart.

Howden and Chart have worked together in the recent past, including on a

handful of key projects for joint customers. In 2021, Howden signed a

Memorandum of Understanding that resulted in cooperating on a number of

ground-breaking projects, including the construction of a new hydrogen

liquefaction plant in Canada.  The success of our relationship gives me great

confidence that Chart's acquisition of Howden will enable the combined company

to offer customers a broader set of innovations, solutions and services."

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays and Evercore

served as financial advisors and Paul Weiss, Rifkind, Wharton & Garrison LLP

served as legal counsel to KPS and Howden.  Completion of the transaction is

subject to customary closing conditions and approvals.

About Howden

Howden is a leading global provider of mission critical air and gas handling

products and services.  The Company's products enable its customers' vital

processes which advance a more sustainable world. Based in Renfrew, Scotland,

Howden has over 160 years of heritage as a world-class application engineering

and manufacturing company with a presence in 35 countries. Howden manufactures

highly engineered fans, compressors, heat exchangers, steam turbines, and other

air and gas handling equipment, and provides service and support to customers

around the world in highly diversified end-markets and geographies. More

information can be found at www.howden.com

About KPS Capital Partners, LP

KPS, through its affiliated management entities, is the manager of the KPS

Special Situations Funds, a family of investment funds with approximately $13.6

billion of assets under management (as of June 30, 2022).  For over three

decades, the Partners of KPS have worked exclusively to realize significant

capital appreciation by making controlling equity investments in manufacturing

and industrial companies across a diverse array of industries, including basic

materials, branded consumer, healthcare and luxury products, automotive parts,

capital equipment and general manufacturing.  KPS creates value for its

investors by working constructively with talented management teams to make

businesses better, and generates investment returns by structurally improving

the strategic position, competitiveness and profitability of its portfolio

companies, rather than primarily relying on financial leverage.  The KPS Funds'

portfolio companies currently generate aggregate annual revenues of

approximately $21.6 billion, operate 232 manufacturing facilities in 27

countries, and have approximately 53,000 employees, directly and through joint

ventures worldwide (as of June 30, 2022, pro forma for recent acquisitions and

exits).  The KPS investment strategy and portfolio companies are described in

detail at www.kpsfund.com.

About Chart Industries, Inc.

Chart Industries, Inc. is a leading independent global manufacturer of highly

engineered equipment servicing multiple applications in the Energy and

Industrial Gas markets.  The company's unique product portfolio is used in

every phase of the liquid gas supply chain, including upfront engineering,

service and repair.  Being at the forefront of the clean energy transition,

Chart is a leading provider of technology, equipment and services related to

liquefied natural gas, hydrogen, biogas and CO2 Capture amongst other

applications. Chart is committed to excellence in environmental, social and

corporate governance (ESG) issues both for its company as well as our

customers.  With over 25 global manufacturing locations from the United States

to China, Australia, India, Europe and South America, Chart maintains

accountability and transparency to its team members, suppliers, customers and

communities.  To learn more, visit www.Chartindustries.com.

Forward-Looking Statements

This press release contains "forward-looking statements", including statements

regarding the contemplated transaction. Forward-looking statements can

generally be identified by the use of words such as "anticipate," "believe,"

"continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan,"

"project," "potential," "seek," "should," "think," "will," "would" and similar

expressions, or they may use future dates. Forward-looking statements in this

document include, without limitation, statements regarding the Company's

expectations as to the completion, timing and anticipated impacts of the

contemplated transaction. These forward-looking statements are subject to

assumptions, risks and uncertainties that may change at any time, and readers

are therefore cautioned that actual results could differ materially from those

expressed in any forward-looking statements. Factors that could cause actual

results to differ include, among other things: the occurrence of any event,

change or other circumstances that could give rise to the termination of the

definitive agreement or could otherwise cause the transactions contemplated

therein to fail to close; the inability of the Company or Chart to satisfy the

conditions to closing; and other risks and uncertainties. The Company

undertakes no obligation to update any forward-looking statements as a result

of new information, future developments or otherwise, except as expressly

required by law. All forward-looking statements in this document are qualified

in their entirety by this cautionary statement.

Statements By Portfolio Company Executives

Certain statements about KPS made by portfolio company executives herein are

intended to illustrate KPS' business relationship with such persons, including

with respect to KPS' facilities as a business partner, rather than KPS'

capabilities or expertise with respect to investment advisory services.  

Portfolio company executives were not compensated in connection with the

communication of such statements, although they generally receive compensation

and investment opportunities in connection with their portfolio company roles,

and in certain cases are also owners of portfolio company securities and/or

investors in KPS-sponsored vehicles.  Such compensation and investments subject

participants to potential conflicts of interest in making the statements

herein.

SOURCE  KPS Capital Partners, LP

CONTACT: Business Inquiries, KPS, +1 212.338.5100; Media, Jennifer Prosek or

Trevor Gibbons, +1 646.818.9238, pro-KPS@prosek.com