FWP
Chart Industries, Inc.
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No 333-133254
Dated July 21, 2006
Chart Industries, Inc. is providing revised calculations of certain items on the attached page
from the Dilution section of the preliminary prospectus relating to its proposed initial public
offering of common stock.
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this e-mail communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may obtain the documents for
free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if
you request it by calling Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.
DILUTION
If you invest in our common stock, your interest will be diluted
to the extent of the difference between the initial public
offering price per share and the net tangible book value per
share after this offering. The net tangible book value per share
presented below is equal to the amount of our total tangible
assets (total assets less intangible assets) less total
liabilities as of March 31, 2006, divided by the number of
shares of our common stock that would have been held by our
existing stockholders had the stock dividend of
1,875,000 additional shares to our existing stockholders
shortly after the expiration of the underwriters
over-allotment option, assuming no exercise of that option, been
made as of March 31, 2006. As of March 31, 2006, prior
to giving effect to the offering, we had a net tangible book
deficit of $(263.2) million, or $(33.09) per share. On
a pro forma basis, after giving effect to:
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the sale of shares of common stock in this offering at an
assumed initial public offering price of $20.00 per share,
the mid-point of the price range on the cover of this prospectus; |
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the payment of the $208.8 million dividend that we intend
to declare prior to the consummation of the offering to the
existing stockholders; |
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the application of the estimated net proceeds as described under
Use of Proceeds as well as the $25.0 million
voluntary principal prepayment under the term loan portion of
our senior secured credit facility in the second quarter of 2006
and the payment of $16.5 million of cash to acquire Cooler
Service; |
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the 4.6263-for-one
stock split we effected prior to the consummation of this
offering; |
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the issuance of 2,651,012 shares which have been issued to
FR X Chart Holdings LLC upon its exercise of its
warrant for $37.1 million in cash; |
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the issuance of 609,856 shares which have been issued to
certain members of management upon their exercise of their
rollover options for $2.1 million in cash; and |
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the effect of any other pro forma adjustments, |
our pro forma net tangible book deficit as of March 31,
2006 would have been $(201.3) million, or $(7.87) per
share of common stock. This represents an immediate increase in
net tangible book value (or a decrease in net tangible book
deficit) of $25.22 per share to existing stockholders and
an immediate dilution in net tangible book value of
$27.87 per share to new investors.
The following table illustrates this dilution on a per share
basis:
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Initial public offering price per share
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$ |
20.00 |
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Net tangible book deficit per share at March 31, 2006
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$ |
(33.09 |
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Increase in net tangible book value per share attributable to
new investors and the transactions described above
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$ |
25.22 |
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Pro forma net tangible book deficit per share after the offering
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$ |
(7.87 |
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Dilution per share to new investors
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$ |
27.87 |
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A $0.25 increase (decrease) in the initial public offering price
from the assumed initial public offering price of $20.00 per
share would result in no change to our pro forma net tangible
book deficit, because the cash dividend paid to the existing
stockholders would increase or decrease equally, and would
increase (decrease) the dilution in net tangible book value per
share to new investors in this offering by $0.25 per share,
assuming no other change to the number of shares offered by us
as set forth on the cover page of this prospectus. We will
reduce the number of shares that we will issue to our existing
stockholders in the stock dividend described in the first
paragraph above by the number of shares sold to the underwriters
pursuant to their over-allotment option. We will also pay to our
existing stockholders a cash dividend equal to all proceeds we
receive from any such sale to the underwriters. As a result, our
pro forma net tangible book value will not be affected by the
underwriters exercise of their over-allotment option.
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