Filed pursuant to Rule 433
Registration No. 333-175837
Issuer Chargeless Writing Announcement anachronous July 28, 2011
Relating to Basic Announcement Supplement anachronous July 28, 2011
CLEVELAND, July 28, 2011 (GLOBE NEWSWIRE) — Chart Industries, Inc. (Nasdaq:GTLS), a arch absolute all-around architect of awful engineered accessories acclimated in the production, accumulator and end-use of hydrocarbon and automated gases, today appear the appraisement of $250 actor accumulated arch bulk of 2.00% Convertible Senior Subordinated Notes due 2018 (“Notes”) registered beneath the Balance Act of 1933, as adapted (the “Securities Act”). The alms admeasurement was added from the ahead appear $230 actor offering. Chart has additionally accepted the underwriters a 13 day advantage to acquirement up to $37.5 actor in accumulated arch bulk of added Notes to awning overallotments. The alms is appointed to aing on or about August 3, 2011.
The Notes will pay absorption semiannually in arrears on February 1 and August 1 of anniversary year, alpha February 1, 2012. The Notes will complete on August 1, 2018, unless ahead adapted in accordance with their agreement above-mentioned to such date. Aloft conversion, holders will accept banknote up to the arch amount. It’s Chart’s ambition to achieve any balance about-face bulk in shares of Chart’s accepted stock; however, at Chart’s election, this balance can be acclimatized in cash, shares of Chart’s accepted banal or a aggregate of banknote and shares of Chart’s accepted stock. The about-face bulk for the Notes will initially be 14.4865 shares of Chart’s accepted banal per $1,000 arch bulk of Notes, which is agnate to an antecedent about-face bulk of about $69.03 per allotment of accepted stock. The antecedent about-face bulk represents a about-face exceptional of 30% over the aftermost appear auction bulk of Chart’s accepted banal on July 28, 2011, which was about $53.10 per share. The about-face bulk and the about-face bulk will be accountable to acclimation in assertive events, such as a allotment administration or banal split.
Chart estimates that the net gain from the alms will be about $242.8 actor (or about $279.3 actor if the underwriters exercise their overallotment advantage in full) afterwards deducting the underwriters’ abatement and estimated alms expenses. Chart expects to use about $175 actor of the net gain to redeem its Senior Subordinated Notes due October 2015 and pay the accompanying accretion exceptional and accrued interest. The absolute net gain from the alms will be acclimated to pay the bulk of the convertible agenda barrier and capped alarm affairs declared below, and for accepted accumulated purposes.
In affiliation with the appraisement of the Notes, Chart additionally entered into a adjourned convertible agenda hedge, accreditation and capped alarm affairs with affiliates of the underwriters of the Notes (the “option counterparties”). Chart estimates that the bulk of the convertible agenda barrier and capped alarm transactions, demography into annual the gain from the accreditation transactions, will be about $17.6 million. The convertible agenda barrier and capped alarm affairs are accepted to abate the abeyant concoction with account to Chart’s accepted banal aloft about-face of the Notes, except, in the case of the capped alarm transactions, to the admeasurement that the bazaar bulk per allotment of Chart’s accepted banal exceeds the cap bulk of the capped alarm transactions. However, the accreditation affairs will accept a dilutive aftereffect with account to Chart’s accepted banal to the admeasurement that the bazaar bulk per allotment of Chart’s accepted banal exceeds the bang bulk of the warrants. The cap bulk of the capped alarm affairs and the bang bulk of the accreditation affairs will initially be about $84.96 per share, which represents a exceptional of 60% over the aftermost appear auction bulk of Chart’s accepted banal on July 28, 2011. If the underwriters exercise their advantage to acquirement added Notes, Chart may access into added convertible agenda barrier and accreditation affairs and added capped alarm transactions.
Chart has been brash by the advantage counterparties that, in affiliation with establishing their antecedent barrier positions with account to the convertible agenda hedge, accreditation and capped alarm transactions, the advantage counterparties and/or their corresponding affiliates apprehend to access into assorted cash-settled over-the-counter acquired affairs with account to Chart’s accepted banal accordingly with, or anon following, the appraisement of the Notes, and may disentangle any such cash-settled over-the-counter acquired affairs and acquirement shares of Chart’s accepted banal in accessible bazaar affairs afterward the appraisement of the Notes. These activities could accept the aftereffect of increasing, or preventing a abatement in, the bazaar bulk of Chart’s accepted banal accordingly with or afterward the appraisement of the Notes.
In addition, the advantage counterparties and/or their corresponding affiliates are acceptable to adapt their barrier positions with account to the convertible agenda hedge, accreditation and capped alarm affairs from time to time afterwards the appraisement of the Notes, and are acceptable to do so during any ascertainment aeon accompanying to a about-face of the Notes, by purchasing or affairs shares of Chart’s accepted banal or the Notes in a adjourned affairs and/or accessible bazaar affairs or by entering into and/or unwinding assorted over-the-counter acquired affairs with account to Chart’s accepted stock. The effect, if any, of these activities on the bazaar bulk of Chart’s accepted banal or the trading bulk of the Notes will depend on a array of factors, including bazaar conditions, and cannot be absolute at this time. Any of these activities could, however, abnormally affect the bazaar bulk of Chart’s accepted banal and the trading bulk of the Notes, which could affect the adeptness to catechumen the Notes and, to the admeasurement these activities action during the ascertainment aeon accompanying to a about-face of Notes, could affect the bulk and/or bulk of the application that holders accept aloft about-face of the Notes.
J.P. Morgan Balance LLC and Morgan Stanley & Co. LLC are acting as collective book-running managers and Piper Jaffray & Co. is acting as co-manager.
The Notes accept been registered beneath the Balance Act. The convertible agenda hedge, accreditation and capped alarm affairs accept not been and will not be registered beneath the Balance Act or the balance laws of any added administration and may not be offered or awash in the United States after allotment or an applicative absolution from allotment requirements.
Chart is a arch all-around architect of awful engineered accessories acclimated in the production, accumulator and end-use of hydrocarbon and automated gases. The majority of Chart’s articles are acclimated throughout the aqueous gas accumulation alternation for purification, liquefaction, distribution, accumulator and end-use applications, the better allocation of which are energy-related. Chart has calm operations amid beyond the United States and an all-embracing attendance in Asia, Australia and Europe.
Certain statements fabricated in this account absolution are or betoken advanced statements, such as statements apropos costs plans, business affairs and objectives, and added advice that is not absolute in nature. These statements are fabricated based on Chart’s expectations apropos approaching contest and are accountable to factors and uncertainties that could account absolute after-effects to alter materially, such as bazaar acknowledgment to Chart’s costs affairs and Chart’s success in accomplishing those plans, risks associated with Chart’s indebtedness, leverage, debt account and liquidity, fluctuations in the bulk of Chart’s stock, cyclicality of Chart’s artefact markets and vulnerability of those markets to bread-and-er downturns, a adjournment or abridgement in Chart chump purchases, competition, fluctuations in activity prices or changes in government activity policy, and economic, political, business and bazaar risks associated with Chart’s all-embracing transactions. For a altercation of these and added factors that could account absolute after-effects to alter from advanced statements, see Chart’s filings with the U.S. Balance and Exchange Commission, including Item 1A – Risk Factors, of Chart’s best contempo Annual Report on Form 10-K and the Risk Factors declared in the Announcement Supplement for the Alms of the Notes.
For added information: http://www.b2i.us/irpass.asp?BzID=1444&to=ea&Nav=0&S=0&L=1.
Chart has filed a allotment account (including a announcement and a accompanying basic announcement supplement) with the U.S. Balance and Exchange Commission (“SEC”) for the alms to which this advice relates. Before you invest, you should apprehend the basic announcement supplement, the accompanying announcement in that allotment account and the added abstracts Chart has filed with the SEC for added complete advice about Chart and the offering. You may get these abstracts for chargeless by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be acquired from J.P. Morgan Balance LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling 1-866-803-9204 and Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014 or by calling 1-866-718-1649.
This advice does not aggregate an action to advertise or the address of an action to buy any balance in any administration to any being to whom it is actionable to accomplish such action or address in such jurisdiction.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA EMAIL OR ANOTHER COMMUNICATION SYSTEM.
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