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| ARG > SEC Filings for ARG > Form 8-K on 14-Feb-2013 | All Recent SEC Filings |
14-Feb-2013
Entry into a Material Definitive Agreement, Other Events
On February 14, 2013, Airgas, Inc. (the "Company") issued $325 million aggregate
principal amount of 1.650% Notes due February 15, 2018 (the "2018 Notes") and
$275 million aggregate principal amount of 2.375% Notes due February 15, 2020
(the "2020 Notes", and together with the 2018 Notes, the "Notes") pursuant to a
shelf registration statement on Form S-3 (File No. 333-167140) (the
"Registration Statement") filed with the U.S. Securities and Exchange
Commission, which became effective on May 27, 2010, and a related prospectus
supplement dated as of February 11, 2013.
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 Fourth Supplemental Indenture, dated February 14, 2013
(the "Supplemental Indenture" and together with the Base Indenture, the
"Indenture"). The Notes were sold pursuant to an Underwriting Agreement dated
February 11, 2013 (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 2018 Notes bear interest at a fixed annual rate of 1.650%, payable
semi-annually on February 15 and August 15 of each year, commencing August 15,
2013. The 2020 Notes bear interest at a fixed annual rate of 2.375%, payable
semi-annually on February 15 and August 15 of each year, commencing August 15,
2013. 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 one month 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 one month 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.
On February 14, 2013, 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 February 11, 2013, 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.Underwriting Agreement dated
February 11, 2013, 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 Fourth Supplemental Indenture dated February 14, 2013, 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
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Exhibit 23.1 Consent of Cahill Gordon & Reindel LLP (contained in Exhibit 5.1 hereto).
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