RADNOR, Pa., April 26, 2016 /PRNewswire/ -- Airgas, Inc.
(NYSE: ARG) ("Airgas" or the "Company") announced the
commencement of a consent solicitation relating to its outstanding
$325,000,000 1.650% Notes due 2018
(the "2018 Notes"), $275,000,000 2.375% Notes due 2020 (the "2020
A Notes"), $400,000,000 3.050%
Notes due 2020 (the "2020 B Notes"), $250,000,000 2.900% Notes due 2022 (the "2022
Notes"), $300,000,000 3.650%
Notes due 2024 (the "2024 Notes" and, together with
the 2018 Notes, the 2020 A Notes, the 2020 B Notes and the 2022
Notes, the "Affected Notes" and, together with any other
notes issued from time to time under the Indenture (as defined
below), the "Notes"). As of April 26,
2016, there was $1,550,000,000
aggregate principal amount of Affected Notes outstanding.
As previously announced, on November 17,
2015, Airgas, L'Air Liquide S.A., ("Air Liquide") and
AL Acquisition Corporation ("Merger Sub") signed an
Agreement and Plan of Merger pursuant to which Merger Sub will be
merged with and into Airgas (the "Merger"). The Merger
remains subject to receipt of necessary antitrust approvals and
other customary conditions and is expected to be completed, and the
certificate of merger filed, in the second calendar quarter of
2016. In connection with the Merger, Airgas is making the consent
solicitation at the request and expense of Air Liquide.
The consent solicitation will expire at 5:00 p.m., New York
City time, on May 9, 2016,
unless terminated or extended by the Company (the "Expiration
Date"). The consent solicitation is conditioned on the receipt
from holders of Affected Notes as of 5:00
p.m., New York City time,
on April 25, 2016 (the "Record
Date") of at least a majority in aggregate principal amount of
the outstanding Affected Notes, voting together as a single class.
The consent solicitation is also conditioned on customary closing
conditions, each of which may be waived by Airgas at any time.
Airgas will, after the Expiration Date and upon (i) the
satisfaction or waiver of all terms and conditions to the consent
solicitation and (ii) the closing of the Merger, promptly pay to
each holder of Affected Notes who has delivered (and not revoked) a
valid consent in favor of the proposed amendments prior to the
Expiration Date a cash payment of $1.50 for each $1,000 principal amount of Affected Notes in
respect of which such consent has been delivered.
If the Merger is completed, Air Liquide may elect to provide an
unconditional guarantee (the "Air Liquide Guarantee") of the
Company's payment obligations under the indenture dated as of
May 27, 2010 between the Company and
U.S. Bank National Association, as trustee, as amended and
supplemented from time to time (the "Indenture") and the
Notes; provided, however, that Air Liquide has no obligation to do
so. If Air Liquide provides the Air Liquide Guarantee, Air Liquide
will provide its periodic and current reporting (under applicable
French law) in lieu of Airgas's existing periodic and
current reporting obligations, which reporting obligations will not
be applicable at any time and for any period during which the Air
Liquide Guarantee is in force.
The consent solicitation may be amended, extended, abandoned or
terminated at the option of Airgas. For a complete statement of the
terms and conditions of the consent solicitation, holders of the
Affected Notes should refer to the consent solicitation statement,
dated as of April 26, 2016, which is
being sent to holders of the Affected Notes as of the Record
Date.
Insofar as a redemption notice with respect to the Company's
$250,000,000 2.950% Notes due 2016
has been issued, such notes will not be affected by the proposed
amendments and are therefore excluded from the consent
solicitation. Such Notes will be redeemed in full on May 15, 2016.
The Solicitation Agent in connection with the consent
solicitation is Mitsubishi UFJ Securities (USA), Inc. Questions regarding the consent
solicitation may be directed to Mitsubishi UFJ Securities
(USA), Inc., Attention: Liability
Management Group at (877) 744-4532 (toll free), (212) 405-7481
(collect) or +44 207577-4048/4218. Global Bondholder Services
Corporation is serving as Information Agent and Tabulation Agent in
connection with the consent solicitation. Requests for assistance
in delivering consents or for additional copies of the consent
solicitation statement should be directed to the Information Agent
at (866) 807-2200 (toll free) or (212) 430-3774 (banks and
brokers).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities. The consent solicitation is being made solely by
the consent solicitation statement and is subject to the terms and
conditions stated therein. Airgas reserves the right to modify the
consent solicitation statement or to terminate the consent
solicitation.
About Airgas Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of
the nation's leading suppliers of industrial, medical and specialty
gases, and hard goods, such as welding equipment and related
products. Airgas is a leading U.S. producer of atmospheric gases
with 16 air separation plants, a leading producer of carbon
dioxide, dry ice, and nitrous oxide, one of the largest U.S.
suppliers of safety products, and a leading U.S. supplier of
refrigerants, ammonia products, and process chemicals.
Approximately 17,000 associates work in more than 1,100 locations,
including branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas also
markets its products and services through e-Business, catalog and
telesales channels. Its national scale and strong local presence
offer a competitive edge to its diversified customer base. For more
information, please visit www.airgas.com.
Forward-Looking Statements
This press release contains statements that are forward looking,
as that term is defined by the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its
rules, regulations and releases. Forward-looking statements also
include any statement that is not based on historical fact,
including statements containing the words "believes", "may",
"plans", "will", "could", "should", "estimates", "continues",
"anticipates", "intends", "expects", and similar expressions. We
intend that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based
on current expectations regarding important risk factors and should
not be regarded as a representation by us or any other person that
the results expressed therein will be achieved. Airgas assumes no
obligation to revise or update any forward-looking statements for
any reason, except as required by law. Important factors that could
cause actual results to differ materially from those contained in
any forward-looking statement include the factors identified in the
Company's press release announcing its most recent quarterly
earnings, as well as other factors described in the Company's
reports, including its Form 10-K for the year ended March 31, 2015, subsequent Form 10-Qs for the
quarters ended June 30, 2015,
September 30, 2015, and December 31, 2015, and other Forms filed by the
Company with the Securities and Exchange Commission.
ARG-G
Airgas, Inc.
Investor Contact:
Joseph Marczely
610-263-8277
joseph.marczely@airgas.com
or
Media Contact:
Sarah Boxler
610-263-8260
sarah.boxler@airgas.com
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SOURCE Airgas, Inc.
