Airgas Announces Amendment of Consent Solicitation
May 02, 2016 at 17:04 PM EDT
RADNOR, Pa., May 2, 2016 /PRNewswire/ -- Airgas, Inc. (NYSE: ARG) ("Airgas" or the "Company") announced today that it has amended the consent solicitation statement dated April 26, 2016 (the "Consent Solicitation Statement") 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 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.
Pursuant to the Consent Solicitation Statement, the Company is soliciting the consents of holders of Affected Notes to amend 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"), to modify the reporting covenants with respect to the Affected Notes so that, following the closing of the Merger, in the event that (and for so long as) Air Liquide provides an unconditional guarantee of the Company's payment obligations under the Indenture and the Notes, Air Liquide will provide its periodic and current reporting (under applicable French law) in lieu of the Company's existing periodic and current reporting obligations. Air Liquide has no obligation to guarantee the Notes, and there can be no assurance that Air Liquide will do so.
The Indenture amendments proposed by the Company include the text of the guarantee that Air Liquide would provide in respect of the Indenture and the Notes should it opt to do so, and such text currently provides that the guarantee would be released in the event that a majority equity stake in, or substantially all of the assets of, the Company is/are sold. Today, the Company is amending the Consent Solicitation Statement so that the sale of a majority equity interest in, or substantially all of the assets of, the Company would not trigger the release of such guarantee. All other terms and conditions of the consent solicitation (including the consent fee and the consent solicitation expiration date) remain as set forth in the Consent Solicitation Statement and the accompanying consent letter.
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 way of the Consent Solicitation Statement (as amended) 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.