Airgas amends language of consent solicitation for $1.55 billion notes

By Angela McDaniels

Tacoma, Wash., May 2 – Airgas, Inc. modified the consent solicitation for its $325 million 1.65% notes due 2018, $275 million 2.375% notes due 2020, $400 million 3.05% notes due 2020, $250 million 2.9% notes due 2022 and $300 million 3.65% notes due 2024, according to a company news release.

As previously reported, the consents are being sought as part of the company’s merger with L'Air Liquide SA, which is expected to close in the second calendar quarter of 2016.

The company is soliciting the consents of the noteholders to modify the reporting covenants so that, following the closing of the merger, if Air Liquide elects to provide an unconditional guarantee of the notes, Air Liquide will provide its periodic and current reporting in lieu of the company's existing periodic and current reporting obligations.

The indenture amendments proposed by the company include the text of the guarantee that Air Liquide would provide should it opt to do so. That text currently provides that the guarantee would be released if a majority equity stake in the company is sold or substantially all of the assets of the company are sold. On May 2, the company said it 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 the guarantee.

The consent solicitation began April 26 and will end at 5 p.m. ET on May 9. The record date is 5 p.m. ET on April 25.

The solicitation is conditioned on the receipt from holders of at least a majority of the outstanding notes, voting together as a single class.

The cash consent payment is $1.50 for each $1,000 principal amount.

Because a call has been issued for the company’s $250 million 2.95% notes due 2016 for redemption on May 15, those notes will not be affected by the proposed amendments and are therefore excluded from the consent solicitation.

The solicitation agent is MUFG (877 744-4532, 212 405-7481 or +44 207577-4048/4218). Global Bondholder Services Corp. (866 807-2200 or 212 430-3774) is the information agent and tabulation agent.

Airgas is a maker of specialty and industrial gases based in Radnor, Pa.

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