Airgas Announces Commencement of Consent Solicitation
April 26, 2016 at 12:30 PM EDT
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.
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.
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SOURCE Airgas, Inc.