RADNOR, Pa., May 10, 2016 /PRNewswire/ -- Airgas, Inc.
(NYSE: ARG) ("Airgas" or the "Company") announced
today that holders of a majority in aggregate principal amount of
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") and $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"), voting together as a single class (the
"Requisite Consents"), have delivered valid consents in
connection with the Company's proposed amendments to the indenture
governing the Notes dated as of May 27,
2010 between the Company and U.S. Bank National Association,
as trustee (the "Trustee"), as amended and supplemented from
time to time (the "Indenture," and such amendments the
"Amendments"). The terms and conditions of the Amendments
are set forth in the consent solicitation statement dated
April 26, 2016, as supplemented by a supplement dated
May 2, 2016 (together, the
"Statement").
The consent solicitation expired at 5:00
p.m., New York City time,
on May 9, 2016 (the "Expiration Date"), and revocation
rights have been terminated. The Company will, subject to the
satisfaction or waiver of certain conditions described in the
Statement, including the closing of the Merger (as defined below),
promptly pay to each holder of Affected Notes who delivered (and
did not revoke) a valid consent in favor of the 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 holder delivered (and did not revoke) a valid
consent (the "Consent Fee").
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.
Following receipt of the Requisite Consents, the Company and the
Trustee executed on May 9, 2016 a
supplemental indenture incorporating the Amendments to the
Indenture. At that time, the Amendments effected by such
supplemental indenture became effective, and consents could no
longer be revoked. The Amendments provide that 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 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.
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, or the
Information Agent and Tabulation Agent, Global Bondholder Services
Corporation 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 was made solely by the
Statement and was subject to the terms and conditions stated
therein.
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
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SOURCE Airgas, Inc.