Item 1.01 Entry into a Material Definitive Agreement
On September 11, 2009, Airgas, Inc. (the "Company") closed its offering of
$400 million aggregate principal amount of 4.50% notes due September 15, 2014
(the "Notes") in a public offering pursuant to a registration statement on Form
S-3 (File No. 333-161774) (the "Registration Statement") and a related
prospectus and prospectus supplement, each as filed with the Securities and
Exchange Commission. The Notes were issued under an indenture dated
September 11, 2009 (the "Indenture"), between the Company and The Bank of New
York Mellon, as Trustee, as supplemented by the first supplemental indenture
dated September 11, 2009 (the "First Supplemental Indenture"). The sale of the
Notes was made pursuant to the terms of an Underwriting Agreement dated
September 8, 2009 (the "Underwriting Agreement"), among Banc of America
Securities LLC, Barclays Capital Inc. and J.P. Morgan Securities Inc., as
representatives of the several underwriters named therein, the Company and the
subsidiary guarantors named therein.
The above description is qualified in its entirety by reference to the
Underwriting Agreement, form of Indenture, Supplemental Indenture and form of
4.50% Global Note due September 15, 2014. The Underwriting Agreement is filed as
Exhibit 10.1 hereto. The form of Indenture is filed as Exhibit 10.2 hereto and
the Supplemental Indenture is filed as exhibit 10.3 hereto. The Underwriting
Agreement, form of Indenture, First Supplemental Indenture are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1: The Underwriting Agreement dated September 11, 2009, among Banc of
America Securities LLC, Barclays Capital Inc. and J.P. Morgan Securities Inc.,
as Representatives of the Underwriters, and the Company.
Exhibit 10.2: The Indenture dated September 11, 2009, among the Company and The
Bank of New York Mellon, as Trustee.
Exhibit 10.3.: The First Supplemental Indenture dated September 11, 2009,
between the Company, the Guarantors and The Bank of New York Mellon, as Trustee.