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AIRGAS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

June 17, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2014, Airgas, Inc. (the "Company") issued $300 million aggregate principal amount of 3.650% Notes due July 15, 2024 (the "Notes") pursuant to a shelf registration statement on Form S-3 (File No. 333-188772) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission, which became effective on May 22, 2013, and a related prospectus supplement dated as of June 12, 2014.

The Notes were issued under an Indenture dated May 27, 2010 (the "Base Indenture"), between the Company and U.S. Bank National Association, as Trustee, as supplemented by the Fifth Supplemental Indenture, dated June 17, 2014 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The Notes were sold pursuant to an Underwriting Agreement dated June 12, 2014 (the "Underwriting Agreement"), among the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement and Supplemental Indenture are filed as exhibits to this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement and any amendments thereto.

The Notes bear interest at a fixed annual rate of 3.650%, payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2015. The Indenture contains covenants which, subject to certain exceptions, limit the ability of the Company to, among other things, incur liens or engage in sale/leaseback transactions. Upon a change of control triggering event (as defined in the Indenture), the Indenture requires the Company to make an offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest. The Company has the option to redeem the Notes up to the date that is three months prior to the maturity date of the Notes, in whole or in part, at 100% of the principal amount plus a make-whole premium, plus accrued and unpaid interest, and on or after the date that is three months prior to the maturity date of the Notes, in whole or in part, at 100% of the principal amount, plus accrued and unpaid interest.

The Underwriting Agreement and Supplemental Indenture are filed as exhibits to this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement and any amendments thereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.



The information set forth in Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

On June 17, 2014, Cahill Gordon & Reindel LLP, counsel to the Company, issued an opinion and consent (attached hereto as Exhibit 5.1 and 23.1, respectively, and incorporated herein by reference). The opinion and consent are filed as exhibits to this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement and any amendments thereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit 1.1 Underwriting Agreement dated June 12, 2014, among the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. Exhibit 4.2 Fifth Supplemental Indenture dated June 17, 2014, between the Company and U.S. Bank National Association, as Trustee. Exhibit 5.1 Opinion of Cahill Gordon & Reindel LLP as to the validity of the Notes Exhibit 23.1 Consent of Cahill Gordon & Reindel LLP (contained in Exhibit 5.1 hereto).



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Source: Edgar Glimpses


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