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Airgas seeks consents to amend $1.55 billion notes for planned merger
By Susanna Moon
Chicago, April 26 – Airgas, Inc. began a consent solicitation for $1.55 billion of its notes issued in five tranches.
The consents are being sought for the company’s merger with L'Air Liquide SA, which is expected to close in the second calendar quarter of 2016, according to a company announcement.
The notes covered by the solicitation are the company’s $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.
The consent solicitation 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.
If the merger closes, Air Liquide may elect to provide an unconditional guarantee of the company’s payment obligations. If Air Liquide provides the guarantee, it will provide its periodic and current reporting in lieu of Airgas’ reporting obligations.
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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