Obligation AirGas Inc. 4.5% ( US009363AG79 ) en USD

AirGas Inc.

100 % ⇌

Etas-Unis

US009363AG79 ( en USD )

4.5% par an ( paiement semestriel )

15/09/2014 - Obligation échue

Prospectus brochure de l'obligation Airgas US009363AG79 en USD 4.5%, échue

2 000 USD

400 000 000 USD

009363AG7

NR

NR

Airgas est un fournisseur américain de gaz industriels, de services et d'équipements connexes, acquis par Air Liquide en 2016.

L'Obligation émise par AirGas Inc. ( Etas-Unis ) , en USD, avec le code ISIN US009363AG79, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2014

L'Obligation émise par AirGas Inc. ( Etas-Unis ) , en USD, avec le code ISIN US009363AG79, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AirGas Inc. ( Etas-Unis ) , en USD, avec le code ISIN US009363AG79, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

As filed pursuant to Rule 424(b)(2)
Registration No. 333-161774

CALCULATION OF REGISTRATION FEE

Maximum

Amount of
Title of Each Class of
Aggregate Offering
Registration
Securities to be Registered

Price

Fee(1)
4.50% Notes due 2014
$399,520,000
$22,293.22

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").

Prospectus Supplement
(To prospectus dated September 8, 2009)

$400,000,000

4.50% Notes due 2014

We are offering $400,000,000 principal amount of 4.50% notes due 2014 (the "notes"). We will pay interest
on the notes on March 15 and September 15 of each year, beginning March 15, 2010. The notes will mature
on September 15, 2014. The notes will be issued only in denominations of $2,000 and integral multiples of
$1,000 above that amount. We may redeem the notes, in whole or in part, at any time and from time to time
prior to their maturity at the redemption prices as described under "Description of the Notes -- Optional
Redemption." If we experience a change of control triggering event, we may be required to purchase the notes
from holders at the applicable price as described under "Description of the Notes -- Change of Control
Triggering Event."

The notes will be general unsecured senior obligations and rank equally with all of our other unsecured
unsubordinated indebtedness from time to time outstanding. The notes are guaranteed by certain of our
domestic subsidiaries and will rank pari passu to all existing and future indebtedness and other obligations of
our domestic subsidiaries.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 for a
discussion of certain risks that you should consider in connection with an investment
in the notes.

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Per

Note

Total

Public offering price(1)
99.880 % $ 399,520,000
Underwriting discount

0.600 % $ 2,400,000
Proceeds, before expenses, to us(1)
99.280 % $ 397,120,000

(1) Plus accrued interest from September 11, 2009, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants on or about September 11, 2009.

Joint Book-Running Managers
BofA Merrill Lynch
Barclays Capital
J.P. Morgan

Lead Managers

BNY Mellon Capital Markets, LLC Goldman, Sachs & Wells Fargo Securities
Co.

Co-Managers

BB&T Capital Markets
CALYON
RBS

Daiwa Securities America Inc.
Mizuho Securities USA Inc.
SunTrust Robinson Humphrey

The date of this prospectus supplement is September 8, 2009
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TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement
S-ii
S-
Forward-Looking Statements

iii
Prospectus Supplement Summary
S-1
Risk Factors
S-7
S-
Use of Proceeds
10
S-
Capitalization
11
S-
Description of Other Obligations
12
S-
Description of the Notes
15
S-
Material U.S. Federal Tax Consequences
29
S-
Underwriting
34
S-
Legal Matters
36
S-
Experts
36

Prospectus

Page

About this Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Documents by Reference
2
Forward-Looking Statements
3
Airgas, Inc.
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
5
Description of the Debt Securities and Guarantees
6
Plan of Distribution
12
Legal Matters
13
Experts
13
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which contains the terms
of this offering of notes. The second part, the accompanying prospectus dated September 8, 2009,
gives more general information, some of which may not apply to this offering.

This prospectus supplement and the information incorporated by reference in this prospectus
supplement may add to, update or change the information in the accompanying prospectus. If
information in this prospectus supplement is inconsistent with information in the accompanying
prospectus, this prospectus supplement will apply and will supersede that information in the
accompanying prospectus.

It is important for you to read and consider all information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus in making your investment decision.
You should also read and consider the information in the documents to which we have referred you in
"Where You Can Find More Information" in the accompanying prospectus.

No person is authorized to give any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus
and, if given or made, such information or representations must not be relied upon as having been
authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the securities described in this
prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
supplement and the accompanying prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change in our affairs since the date of this
prospectus supplement, or that the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the
date of such information.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of
the notes in certain jurisdictions may be restricted by law. This prospectus supplement and the
accompanying prospectus do not constitute an offer, or an invitation on our behalf or the underwriters
or any one of them, to subscribe to or purchase any of the notes, and may not be used for or in
connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. See "Underwriting."

In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to
"we," "us," "our" and "Company" refer to Airgas, Inc. and, in some instances, its consolidated
subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term in
this document, it is defined in the accompanying prospectus.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein contain certain estimates, predictions, and other "forward-looking
statements" (as defined in the Private Securities Litigation Reform Act of 1995, and within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended). Forward-looking statements are generally identified with the
words "believe," "expect," "anticipate," "intend," "estimate," "target," "may," "will," "would,"
"plan," "project," "should," "continue," or the negative thereof or other similar expressions, or
discussion of future goals or aspirations, which are predictions of or indicate future events and trends
and which do not relate to historical matters.

This prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein contain statements that are forward looking within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to,
statements regarding: the Company's expectation that fiscal 2010 second quarter net earnings will
range from $0.64 to $0.69 per diluted share; the Company's expectation that fiscal 2010 earnings will
range from $2.65 to $2.85 per diluted share and that its overall effective tax rate for fiscal 2010 will
range from 39.0% to 39.5% of pre-tax earnings; the continued weak business climate; our
identification of an additional $12 million of annual expense reductions to be fully implemented by
the end of the second quarter; our realization of $45 million in annual expense reductions and
$10 million of additional expected annual savings in fiscal 2010 from ongoing efficiency initiatives;
the Company's ability and intention to refinance principal payments on its outstanding term loans
with borrowings under its long-term revolving credit facilities; the Company's evaluation of its trade
receivable securitization agreement and bank arrangements; the Company's expectation that its
accounts receivable securitization will be available as a source of funds through its expiration date in
March 2010; the Company's belief that if the accounts receivable securitization was not available as a
source of funds that it could secure an alternate source of funds; the Company's ability to manage its
exposure to interest rate risk through the use of interest rate swap agreements; the performance of
counterparties under interest rate swap agreements; the Company's estimate that for every 25 basis
point increase in LIBOR, annual interest expense will increase approximately $2 million; the estimate
of future interest payments on the Company's long-term debt obligations; and the estimate of future
payments or receipts under interest rate swap agreements.

These forward-looking statements involve risks and uncertainties. Factors that could cause actual
results to differ materially from those predicted in any forward-looking statement include, but are not
limited to: the Company's inability to meet its earnings estimates due to lower sales, higher product
costs and/or higher operating expenses than that forecasted by the Company; continued weakening of
the economy resulting in weakening demand for the Company's products; weakening operating and
financial performance of the Company's customers, which can negatively impact the Company's
sales and the Company's ability to collect its accounts receivable; changes in the environmental
regulations that affect the Company's production and sales of specialty gases and other products;
higher or lower overall tax rates in fiscal 2010 than that estimated by the Company resulting from
changes in tax laws, reserves and other estimates; increase in debt in future periods and the impact on
the Company's ability to pay and/or grow its dividend; a decline in demand from markets served by
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the Company; adverse customer response to the Company's strategic product sales initiatives; the
Company's inability to continue sales of strategic products in markets growing faster than GDP; a
lack of cross-selling opportunities for the Company's strategic products; a lack of specialty gas sales
growth due to a downturn in certain markets; the negative effect of an economic downturn on
strategic product sales and margins; the inability of strategic products to diversify against cyclicality;
supply shortages of certain gases and the resulting inability of the Company to meet customer gas
requirements; customers' acceptance of current prices and of future price increases; adverse changes
in customer buying patterns; a rise in product costs and/or operating expenses at a rate faster than the
Company's ability to increase prices; higher or lower capital expenditures than that estimated by the
Company; the inability to refinance payments on the term loans due to a lack of availability under the
revolving credit facilities; limitations on the Company's borrowing capacity dictated by the Senior
Credit Facility (as defined in "Description of Other Obligations" herein); our continued ability to
access credit markets on satisfactory terms; the impact of tightened credit markets on our customers;
the impact of changes in tax and fiscal policies and laws; the extent and duration of current

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recessionary trends in the U.S. economy; potential disruption to the Company's business from
integration problems associated with acquisitions; the Company's success in implementing and
continuing its cost reduction program; the Company's ability to successfully identify, consummate
and integrate acquisitions to achieve anticipated acquisition synergies; potential liabilities arising
from withdrawals from the Company's assumed multi-employer pension plans; the inability to pay
dividends as a result of loan covenant restrictions; the inability to manage interest rate exposure; the
potential reduction in the availability of the Company's securitization agreement; higher or lower
interest expense than that estimated by the Company due to changes in debt levels or increases in
interest rates; unanticipated non-performance by counterparties related to interest rate swap
agreements; the effects of competition from independent distributors and vertically integrated gas
producers on products, pricing and sales growth; changes in product prices from gas producers and
name-brand manufacturers and suppliers of hardgoods; changes in customer demand resulting in the
inability to meet minimum product purchases under supply agreements; and the effects of, and
changes in, the economy, monetary and fiscal policies, laws and regulations, inflation and monetary
fluctuations, both on a national and international basis. The Company does not undertake to update
any forward-looking statement made herein or that may be made from time to time by or on behalf of
the Company.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us. It may not contain all of the information that
may be important to you in deciding whether to invest in the notes. You should read this entire
prospectus supplement and the accompanying prospectus, including our consolidated financial
statements and related notes, together with the information incorporated by reference, before making
an investment decision. Our fiscal year ends on March 31 and whenever we refer to any of our fiscal
years, we refer to the twelve-month period ending March 31 of such year.

Our Company

We are the largest U.S. distributor of industrial, medical and specialty gases delivered in "packaged"
or cylinder form, and hardgoods, such as welding equipment and supplies. We are also one of the
largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the
largest liquid carbon dioxide producer in the Southeast, the fifth largest producer of atmospheric
merchant gases in North America and a leading distributor of process chemicals, refrigerants and
ammonia products. During the year ended March 31, 2009, we had revenues of $4.35 billion and
adjusted EBITDA of $766.3 million. In addition, during the three months ended June 30, 2009, we
had revenues of $979.3 million and adjusted EBITDA of $174.2 million. We provide a reconciliation
of adjusted EBITDA to its closest GAAP counterpart in "-- Summary Historical Financial Data."

With sales to a wide variety of industry segments and no single customer accounting for more than
0.5% of sales, our revenues are not dependent on a single or small group of customers or industry
segments. We market our products to this diversified customer base through an integrated network of
more than 14,000 employees and over 1,100 locations including branches, retail stores, packaged gas
fill plants, specialty gas labs, production facilities, and distribution centers. We also distribute our
products and services through retail stores, strategic customer account programs, telesales,
catalogs, e-business as well as independent distributors. Our national scale and strong local presence
offer a competitive edge to our diversified customer base.

We have two reporting segments, Distribution and All Other Operations. The Distribution business
segment, which accounted for approximately 90% of consolidated sales for the fiscal year ended
March 31, 2009, primarily engages in the distribution of industrial, medical, and specialty gases,
hardgoods, and in the production of gases primarily to supply the regional distribution companies.
The Distribution business segment derives revenues from the sale of gases, including industrial,
medical and specialty gases sold in packaged and bulk quantities, rental revenues and the distribution
of hardgoods. Gas sales in the Distribution business segment include nitrogen, oxygen, argon,
helium, hydrogen, welding and fuel gases, such as acetylene, propylene and propane, carbon dioxide,
nitrous oxide, ultra high purity grades, special application blends and process chemicals. The
Distribution business segment derives rental income from gas cylinders, cryogenic liquid containers,
bulk storage tanks, tube trailers and through the rental of welding and welding related equipment.
Hardgoods consist of welding consumables and equipment, safety products, and maintenance, repair
and operating supplies. Gas sales and rental income represented 57% and hardgoods sales represented
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Document Outline

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