Obligation AirGas Inc. 3.25% ( US009363AJ19 ) en USD

AirGas Inc.

100 % ⇌

Etas-Unis

US009363AJ19 ( en USD )

3.25% par an ( paiement semestriel )

01/10/2015 - Obligation échue

Prospectus brochure de l'obligation Airgas US009363AJ19 en USD 3.25%, échue

2 000 USD

250 000 000 USD

009363AJ1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

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 US009363AJ19, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2015

L'Obligation émise par AirGas Inc. ( Etas-Unis ) , en USD, avec le code ISIN US009363AJ19, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AirGas Inc. ( Etas-Unis ) , en USD, avec le code ISIN US009363AJ19, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-167140
Prospectus Supplement
(To prospectus dated May 27, 2010)
$250,000,000

3.25% Notes due 2015

We are offering $250,000,000 principal amount of 3.25% notes due 2015 (the "notes"). We will pay interest on the
notes on April 1 and October 1 of each year, beginning April 1, 2011. The notes will mature on October 1, 2015. The notes
will be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
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.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 for a
discussion of certain risks that you should consider in connection with an investment in the notes.

Per

Note

Total
Public offering price(1)

99.849%
$249,622,500
Underwriting discount

0.600%
$ 1,500,000
Proceeds, before expenses, to us(1)

99.249%
$248,122,500
(1) Plus accrued interest from September 30, 2010, 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, including Euroclear and Clearstream, on or about September 30, 2010.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
Wells Fargo Securities

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Lead Managers

SunTrust Robinson Humphrey
US Bancorp

Co-Managers

Credit Agricole CIB
Daiwa Capital Markets

Mitsubishi UFJ Securities
Mizuho Securities USA Inc.

PNC Capital Markets LLC

Santander
The date of this prospectus supplement is September 27, 2010
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

S-i
Incorporation of Certain Documents by Reference

S-ii
Forward-Looking Statements

S-iii
Prospectus Supplement Summary

S-1
Risk Factors

S-9
Use of Proceeds
S-12
Capitalization
S-13
Description of Other Obligations
S-14
Description of the Notes
S-17
Certain U.S. Federal Income Tax Consequences
S-30
Underwriting
S-34
Conflicts of Interest
S-37
Legal Matters
S-38
Experts
S-38
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.

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of the Debt Securities

5
Plan of Distribution

11
Legal Matters

12
Experts

12

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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 May 27, 2010, 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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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information into this prospectus supplement. This means that
we can disclose important information to you by referring you to another document filed separately with the Commission.
The information incorporated by reference is considered to be a part of this prospectus supplement, except for any
information that is superseded by information that is included directly in this document.
This prospectus supplement incorporates by reference the documents listed below that we have previously filed with the
Commission. They contain important information about us.

Company SEC Filings
Period
Annual Report on Form 10-K
Year ended March 31, 2010 (including the portion of the
Company's proxy statement incorporated by reference into
the Annual Report on Form 10-K)
Quarterly Report on Form 10-Q
Quarter ended June 30, 2010
Current Reports on Form 8-K
As filed on April 8, 2010, September 2, 2010, September
15, 2010, September 16, 2010, September 21, 2010 and
September 23, 2010
We incorporate by reference additional documents that we may file with the Commission between the date of this
prospectus supplement and the termination or completion of the offering of the debt securities. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
as well as proxy statements. Any report, document, or portion thereof that is furnished to, but not filed with, the Commission
is not incorporated by reference. The information contained on our website (www.airgas.com) is not incorporated into this
prospectus supplement.
You can obtain any of the documents incorporated by reference in this document through us, or from the Commission
through the Commission's website at www.sec.gov. Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit to
that document. You can obtain from us the documents incorporated by reference in this prospectus supplement by requesting
them in writing or by telephone at the following address:
General Counsel's Office
Airgas, Inc.
259 North Radnor-Chester Rd.
Radnor, PA 19087-5283
(610) 687-5253
If you request any incorporated documents from us, we will mail them to you by first class mail, or other means,
promptly after we receive your request.

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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 (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). 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 intention to negotiate over fiscal
2011 and fiscal 2012 its withdrawal from the multi-employer defined benefit pension plans provided for in three remaining
collective bargaining agreements that provide for such plans; the benefits to be derived from the SAP implementation; the
Company's expectation for future periods; the Company's expectation for its overall effective tax rate for fiscal 2011; the
Company's belief that it can obtain financing on reasonable terms; 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 $2.1 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 resulting from lower sales, decreased selling prices, higher product costs and/or higher operating
expenses than that forecasted by the Company; weakening of the economy (compared to our expectations) 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 sales of specialty gases; higher or lower overall tax rates
than that estimated by the Company resulting from changes in tax laws, changes in reserves and other estimates; increases 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 the Company; adverse customer response to the Company's strategic product sales initiatives; 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; limitations on the Company's
borrowing capacity dictated by the New Senior Credit Facility; fluctuations in interest rates; the Company's ability to
continue to access credit markets on satisfactory terms; the impact of tightened credit markets on the Company's customers;
the impact of changes in tax and fiscal policies and laws; the extent and duration of current economic trends in the U.S.
economy; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that
disrupt the Company's business and negatively impact customer relationships; potential disruption to the Company's
business from integration problems associated with acquisitions; the Company's success in continuing its cost reduction
program; the Company's ability to successfully identify, consummate and integrate acquisitions to achieve anticipated
acquisition synergies; increased liabilities arising from withdrawals from the Company's multi-employer pension plans; the
inability to pay dividends as a result of loan covenant restrictions; the inability to manage interest rate exposure; higher
interest expense than that estimated by the Company due to

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changes in debt levels or increases in LIBOR; unanticipated non-performance by counterparties related to interest rate swap
agreements; the effects of competition 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; costs incurred associated with the Air Products' unsolicited takeover
attempt and proxy contest; 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 and a leading distributor of process chemicals, refrigerants and ammonia products. During the year ended
March 31, 2010, we had net sales of $3.86 billion and credit serviceable EBITDA of $657.4 million. In addition, during
the three months ended June 30, 2010, we had net sales of $1.05 billion and credit serviceable EBITDA of $193.6
million. We provide a reconciliation of credit serviceable 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 approximately 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 reportable business segments, Distribution and All Other Operations. The Distribution business
segment accounted for approximately 90% of consolidated sales for the fiscal year ended March 31, 2010. The
Distribution business segment's principal products include industrial, medical and specialty gases sold in packaged and
bulk quantities, as well as hardgoods. Our air separation facilities and national specialty gas labs primarily produce gases
that are sold by the Distribution business segment's business units. Gas sales 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. Business units in the Distribution business segment also
recognize rental revenue, derived from gas cylinders, cryogenic liquid containers, bulk storage tanks, tube trailers and
welding and welding related equipment. Gas and rent represented 61% of the Distribution business segment's sales in
fiscal year 2010. Hardgoods consist of welding consumables and equipment, safety products, construction supplies, and
maintenance, repair and operating supplies. Hardgoods sales represented 39% of the Distribution business segment's
sales in fiscal year 2010.
The All Other Operations business segment consists of six business units. The primary products manufactured
and/or distributed by the All Other Operations business segment are carbon dioxide, dry ice (solid form of carbon
dioxide), nitrous oxide, ammonia and refrigerant gases. The All Other Operations business segment accounted for 10%
of our consolidated sales for the fiscal year ended March 31, 2010.
We operate in 48 states, Canada and to a lesser extent Mexico, Russia, Dubai and Europe. Our Distribution business
segment operates a network of multiple use facilities consisting of more than 875 branches, more than 325 cylinder fill
plants, 63 regional specialty gas laboratories, eight national specialty gas laboratories, one medical equipment facility,
one research and development center, two specialty gas equipment centers,

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18 acetylene plants and 16 air separation units, as well as six national hardgoods distribution centers, various customer
call centers, buying centers and administrative offices. Our All Other Operations business segment consists of
businesses, located throughout the United States, which operate multiple use facilities consisting of approximately 70
branch/distribution locations, five liquid carbon dioxide and 11 dry ice production facilities, and four nitrous oxide
production facilities.
Our industry has three principal modes of gas distribution: on-site supply, bulk or merchant supply, and cylinder or
packaged gas supply. Our market focus has been on packaged gas distribution, supplying customers with gases in
cylinders and in less than truck-load bulk quantities. Generally, packaged gas distributors also sell welding hardgoods.
We believe the U.S. market for packaged gases and welding hardgoods to be approximately $12 billion in annual
revenues.
Recent Developments
Air Products Unsolicited Takeover Attempt
On February 5, 2010, Air Products, Inc. ("Air Products") made public an unsolicited proposal to Airgas dated
February 4, 2010 to acquire the Company and subsequently, on February 11, 2010 commenced a $60 per share cash
tender offer for all outstanding shares of our common stock. After careful consideration and consultation with our
financial and legal advisors, our Board of Directors, by unanimous vote at a meeting on February 20, 2010, determined
that the consideration to be received pursuant to the tender offer was grossly inadequate and not in the best interests of
Airgas' shareholders. On July 8, 2010, Air Products revised its tender offer to $63.50 per share in cash. After careful
consideration at meetings on July 15, 2010 and July 20, 2010 and consultation with our financial and legal advisors, our
Board of Directors unanimously determined that the consideration to be received pursuant to the revised tender offer was
grossly inadequate and not in the best interests of Airgas' shareholders. On September 6, 2010, Air Products revised its
unsolicited tender offer to $65.50 per share in cash. On September 8, 2010, after careful consideration and consultation
with our independent financial and legal advisors, our Board of Directors unanimously rejected Air Products' revised
unsolicited tender offer as grossly inadequate and not in the best interests of Airgas' shareholders.
Air Products also initiated a proxy contest to elect three directors to our Board of Directors and to amend certain
provisions of the Company's By-Laws at our annual meeting of stockholders on September 15, 2010. At this meeting,
the stockholders elected Air Products' three nominees to the Airgas Board of Directors. Subsequently, the Board of
Directors unanimously reappointed Peter McCausland, Airgas' Chief Executive Officer, to serve as a director of the
Company. More than a majority of shares represented and voted at the annual meeting, but less than 67% of the
outstanding shares, voted in favor of Air Products' By-Law amendment proposals. The Company believes that the
purported By-Law amendment regarding a requirement that the Company hold its 2011 annual meeting of stockholders
on January 18, 2011 and all future annual meetings in January (the "January By-Law Amendment") is invalid under both
Delaware law and Airgas' Certificate of Incorporation. The Company also believes that the January By-Law Amendment
has not been approved because the resolution received the affirmative vote of less than 67% of the shares entitled to vote
generally in the election of directors. In addition, the Company believes that the purported By-Law amendment regarding
a requirement that any person nominated to the Board of Directors for election as a director at any annual meeting and
not elected to the Board of Directors at such annual meeting shall be ineligible to serve on the Board of Directors until
after the third annual meeting following such election (the "Director Eligibility By-Law Amendment") has not been
approved because the resolution received the affirmative vote of less than 67% of the shares entitled to vote generally in
the election of directors. The Company also believes that the Director Eligibility By-Law Amendment is invalid under
Delaware law and Airgas' Certificate of Incorporation and By-Laws. The Company has initiated a suit in Delaware
Chancery Court seeking an expedited judicial determination of the validity of the January By-Law Amendment in an
action captioned Airgas, Inc., et al., v. Air Products and Chemicals, Inc., C.A. No. 5817-CC. The Delaware Chancery
Court has entered a scheduling order

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in the action that provides for argument on the Company's motion for a declaration that the January By-Law Amendment
is invalid at a time to be determined by the Delaware Chancery Court during the week of October 4, 2010.
During the three months ended June 30, 2010, we incurred $3.8 million of legal and professional fees related to Air
Products' unsolicited takeover attempt. We expect to incur additional costs in the future in connection with Air Products'
unsolicited takeover attempt.
While our Board of Directors has announced its opposition to the tender offer, we cannot predict the ultimate
outcome of the takeover attempt. Outcomes could include us being acquired by Air Products at the tender offer price or
at a higher price (and/or for different consideration), us being acquired by, or merging with, another company or us
remaining independent. Any such outcome or any steps we take in connection therewith, including incurring more debt,
could adversely affect our financial condition and the value of the notes. Except as set forth in "Description of the
Notes--Covenants," the notes will not include protections against incurrence of more debt or other steps that would have
such adverse impact. In addition, although we are required to offer to repurchase the notes at 101% of their aggregate
principal amount upon a Change of Control Triggering Event (as defined in "Description of the Notes--Change of
Control Triggering Event"), the takeover attempt, if successful, or any other potential transaction may not trigger such
requirement.
New Senior Credit Facility
On September 13, 2010, we entered into a new four year $750 million revolving credit facility (the "New Senior
Credit Facility") consisting of a $650 million U.S. dollar revolving credit line and a $100 million (U.S. dollar equivalent)
multi-currency revolving credit line. Borrowings under the New Senior Credit Facility were used to pay off our previous
senior revolving credit facility. The net proceeds of the notes will be used to repay indebtedness under the New Senior
Credit Facility. See "Description of Other Obligations--New Senior Credit Facility" and "Use of Proceeds."
Our Strategy
Our primary objective is to maximize shareholder value by driving market-leading sales growth through core and
strategic product offerings that leverage our infrastructure and customer base, by pursuing acquisitions in our core
business and in adjacent businesses, by providing outstanding customer service and by improving operational
efficiencies. To meet this objective, we are focusing on:

· customer segments with high potential growth or low cyclicality, such as medical, environmental, research, life

sciences, food and beverage, and energy and infrastructure construction;

· strategic product offerings with strong growth profiles due to favorable customer segments, application

development, increasing environmental regulation, strong cross-selling opportunities, or a combination thereof
(e.g., bulk gases, specialty gases, medical products, carbon dioxide and safety products);

· a compelling value proposition for customers to reduce their total cost of procurement through our broad

product and service offerings and custom engineered solutions;

· improved training, tools and resources for all associates;

· reducing costs associated with production, cylinder maintenance and distribution logistics; and

· acquisitions to complement and expand our business and to leverage our significant national platform.
Corporate Information
Our executive offices are located at 259 North Radnor-Chester Road, Suite 100, Radnor, Pennsylvania 19087-5283,
and our telephone number is (610) 687-5253. Our common stock is listed under the symbol "ARG" on the New York
Stock Exchange.

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