Obligation AirGas Inc. 2.375% ( US009363AP78 ) en USD

AirGas Inc.

100 % ⇌

Etas-Unis

US009363AP78 ( en USD )

2.375% par an ( paiement semestriel )

15/02/2020 - Obligation échue

Prospectus brochure de l'obligation Airgas US009363AP78 en USD 2.375%, échue

2 000 USD

275 000 000 USD

009363AP7

N/A

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 US009363AP78, paye un coupon de 2.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2020

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-167140
CALCULATION OF REGISTRATION FEE

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

Price

Registration Fee(1)
1.650% Notes due 2018

$324,457,250

$44,255.97
2.375% Notes due 2020

$274,700,250

$37,469.11

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act"). The total registration fee due for this offering is $81,725.08.

Prospectus Supplement

(To prospectus dated May 27, 2010)

$600,000,000

$325,000,000 1.650% Notes due 2018
$275,000,000 2.375% Notes due 2020

We are offering $325,000,000 principal amount of 1.650% notes due 2018 (the "2018 notes") and $275,000,000 principal amount of 2.375% notes due 2020 (the "2020
notes"). We refer to the 2018 notes and the 2020 notes collectively as the "notes". We will pay interest on the notes of each series on February 15 and August 15 of each year,
beginning August 15, 2013. The 2018 notes will mature on February 15, 2018. The 2020 notes will mature on February 15, 2020. 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 of either series, 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 of either series 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 and unsubordinated indebtedness from time to time outstanding.
The notes are new issues of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange.
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.

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Per
Per

2018 Note

Total

2020 Note

Total

Public offering price (1)

99.833%
$324,457,250
99.891%
$274,700,250
Underwriting discount

0.600%
$ 1,950,000
0.625%

$ 1,718,750
Proceeds, before expenses, to us (1)

99.233%
$322,507,250
99.266%
$272,981,500
(1) Plus accrued interest from February 14, 2013, 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 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 February 14, 2013.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

Wells Fargo Securities

Lead Managers

SunTrust Robinson Humphrey

US Bancorp

Co-Managers

Credit Agricole CIB

SMBC Nikko
Mitsubishi UFJ Securities
Mizuho Securities

RBS

HSBC

PNC Capital Markets LLC

Santander
The date of this prospectus supplement is February 11, 2013
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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-11
Capitalization

S-12
Description of Other Obligations

S-13
Description of The Notes

S-17
Certain U.S. Federal Income Tax Consequences

S-30
Underwriting

S-35
Legal Matters

S-39
Experts

S-39
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 jurisdictions 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 Securities and Exchange Commission (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, 2012
Current Reports on Form 10-Q

Quarters ended June 30, 2012, September 30, 2012 and December 31, 2012
Current Reports on Form 8-K
As filed on May 3, 2012 (Item 5.02 only), August 15, 2012, October 23, 2012 (Item

8.01 only), November 26, 2012 and December 6, 2012
Definitive Proxy Statement on Schedule 14A
As filed on July 9, 2012, but only to the extent that such information was
incorporated by reference into our Annual Report on Form 10-K for the year ended

March 31, 2012
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 notes. 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 or the accompanying prospectus.
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 benefits to be derived from the SAP (as
defined in "Prospectus Supplement Summary") implementation and run-rate operating benefits expected by December 31, 2013; diminished implementation risk relating to SAP;
conversion of the remaining regional distribution company to the SAP platform; SAP implementation costs and depreciation expense; the Company's expectations of earnings of
$1.17 to $1.23 per diluted share for the quarter ending March 31, 2013; improvement in the helium supply chain; the time frame to regain lost customers and the recovery from
year-over-year headwinds related to helium supply constraints; the Company's expectations of the completion of, and the benefits to be achieved in connection with, its realignment
and consolidation into four new divisions and estimates of the remaining fiscal 2013 restructuring charges and related costs of approximately $2 million; modest growth for most of
our customer segments; expectations for low single digit organic growth for the quarter ending March 31, 2013; the Company's expectation as to the long-term growth profiles of its
strategic products; the continued supply of feedstock from a supplier that intends to cease operations of its hydrogen plant in calendar year 2013; the Company's expectation that its
overall effective income tax rate for fiscal 2013 will range from 37.0% to 37.5% of pre-tax earnings; the Company's belief that it will not need to repatriate cash held outside of
the U.S.; the Company's intent to permanently reinvest the cash held outside of the U.S. in its foreign operations; the Company's belief that it has sufficient liquidity from cash from
operations and under its revolving credit facilities to meet its working capital, capital expenditure and other financial commitments; the Company's belief that it can obtain
financing on reasonable terms; the Company's future dividend declarations; the Company's ability to manage its exposure to interest rate risk through the use of interest rate
derivatives; the performance of counterparties under interest rate derivative agreements; the Company's estimate that for every 25-basis-point increase in the London Interbank
Offered Rate ("LIBOR"), annual interest expense will increase approximately $2.3 million; the estimate of future interest payments on the Company's long-term debt obligations;
the estimate of future receipts under interest rate swap agreements; and the Company's exposure to foreign currency exchange fluctuations.
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 those forecasted by the Company; continued or increased disruption in our helium supply chain; 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 sales of specialty gases; higher or lower overall tax rates
in fiscal 2013 than those estimated by the Company resulting from changes in tax laws and the impact of changes in tax laws on the Company's consolidated results, changes in
reserves and other estimates; the tax impact in the event that the Company repatriates cash from its foreign operations; increases in debt in future periods and the impact on the
Company's ability to pay and/or grow its dividend as a result of loan covenant and other restrictions; 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

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economic downturn on strategic product sales and margins; the inability of strategic products to diversify against cyclicality; supply shortages of certain gases, including the current
shortage of helium, 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 those estimated by the Company; limitations on the Company's borrowing capacity dictated by its existing revolving credit facility (the "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 extent and duration of current economic trends in the U.S. economy; higher than expected implementation costs of the SAP system and the realignment of its divisional structure;
conversion problems related to the SAP system that disrupt the Company's business and negatively impact customer relationships as well as the timely collection of accounts
receivable; the Company's expectation as to completion of the conversion to SAP; the inability to retain employees to be affected by the reorganization prior to its completion;
potential disruption to the Company's business related to the realignment; the impact of the management transition; potential disruption to the Company's business from integration
problems associated with acquisitions; the Company's ability to successfully identify, consummate and integrate acquisitions to achieve anticipated acquisition synergies; the
inability to manage interest rate exposure; higher interest expense than that estimated by the Company due to changes in debt levels or increases in LIBOR; unanticipated
non-performance by counterparties related to interest rate derivatives; 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 long-term
supply agreements and the inability to negotiate alternative supply arrangements; 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, with a significant position in the U.S. bulk gas distribution market. We are also a leading U.S. producer of atmospheric gases, carbon dioxide, dry ice and
nitrous oxide, one of the largest U.S. distributors of safety products, and a leading distributor of refrigerants, ammonia products and process chemicals. During the fiscal year
ended March 31, 2012, we had net sales of $4.75 billion, credit serviceable EBITDA of $852.1 million and net income of $313.4 million. In addition, during the nine months
ended December 31, 2012, we had net sales of $3.69 billion, credit serviceable EBITDA of $681.7 million and net income of $254.7 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 our largest customer accounting for approximately 0.5% of net sales, our revenues are not dependent on a single
or small group of customers or industry segments. We market our products and services through multiple sales channels, including branch-based sales representatives, retail
stores, strategic customer account programs, telesales, catalogs, eBusiness and independent distributors. Products reach our customers through an integrated network of more
than 15,000 employees and approximately 1,100 locations including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers.
Our product and service offering, full range of supply modes, national scale and strong local presence offer a competitive edge to our diversified base of more than one
million customers.
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, 2012. 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 58%
of the Distribution business segment's sales in fiscal year 2012. Hardgoods consist of welding consumables and equipment, safety products, construction supplies, and
maintenance, repair and operating supplies. Hardgoods sales represented 42% of the Distribution business segment's sales in fiscal year 2012.
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, 2012.
We operate in all 50 U.S. 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, approximately 300 cylinder fill plants, 67 regional specialty gas laboratories, 11 national specialty gas

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laboratories, one research and development center, two specialty gas equipment centers, 13 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 75 branch/distribution locations, eight liquid carbon dioxide and 14 dry ice
production facilities, and three nitrous oxide production facilities.
Our industry has three principal modes of gas distribution: on-site or pipeline supply, bulk or merchant supply, and cylinder or packaged supply. Our market focus has
primarily been on packaged gas distribution, supplying customers with gases in cylinders, liquid dewars, and 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 $13 billion in annual revenues.
Recent Developments
Stock Repurchase Program
On October 23, 2012, we announced a program to repurchase up to $600 million of our outstanding shares of common stock. At December 31, 2012, $378 million was
available for additional share repurchases under the program. We may repurchase shares from time to time for cash in open market transactions or in privately-negotiated
transactions in accordance with applicable federal securities laws. We will determine the timing and the amount of any repurchases based on our evaluation of market
conditions, share price and other factors. The stock repurchase program has no pre-established closing date and may be suspended or discontinued at any time. See "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:

· a customer-centric sales and marketing alignment that provides leadership and strategic support throughout all sales channels, particularly the strategic accounts

program, allowing us to leverage our unique combination of products, application technology and service, as well as our unrivaled national footprint;

· 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);

· enhanced training, tools and resources for all associates, including installing a new enterprise information system ("SAP");

· the alignment of our twelve regional distribution companies into four new divisions, the consolidation of our regional company accounting and certain
administrative functions into four newly created Business Support Centers ("BSCs") and a related change in our legal entity structure, allowing us to more

effectively utilize our resources across regional company boundaries and to form an operating structure that will help leverage the full benefits of the new SAP
platform;

· 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.

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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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