Obligation Airgas Inc 3.65% ( US009363AQ51 ) en USD

Airgas Inc

109.75 % ⇌

Etats-unis

US009363AQ51 ( en USD )

3.65% par an ( paiement semestriel )

14/07/2024 - Obligation échue

Prospectus brochure de l'obligation Airgas Inc US009363AQ51 en USD 3.65%, échue

2 000 USD

300 000 000 USD

009363AQ5

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Airgas Inc ( Etats-unis ) , en USD, avec le code ISIN US009363AQ51, paye un coupon de 3.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2024

L'Obligation émise par Airgas Inc ( Etats-unis ) , en USD, avec le code ISIN US009363AQ51, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Airgas Inc ( Etats-unis ) , en USD, avec le code ISIN US009363AQ51, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
424B2 1 d736642d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188772
CALCULATION OF REGISTRATION FEE

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

Price

Fee(1)
3.650% Notes due 2024
$299,415,000
$38,564.66
(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 $38,564.66.

Prospectus Supplement
(To prospectus dated May 22, 2013)

3.650% Notes due 2024

We are offering $300,000,000 principal amount of 3.650% notes due 2024 (the "notes"). We wil pay interest on the notes on January 15 and July 15 of each year, beginning
January 15, 2015. The notes will mature on July 15, 2024. The notes wil 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 wil be general unsecured senior obligations and rank equally with all of our other unsecured unsubordinated indebtedness from time to time outstanding.
The notes are a new issue 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.

Per Note

Total

1 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Public offering price (1)

99.805%

$ 299,415,000
Underwriting discount

0.650%

$
1,950,000
Proceeds, before expenses, to us (1)

99.155%

$ 297,465,000

(1)
Plus accrued interest from June 17, 2014, 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 June 17, 2014.

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
HSBC
PNC Capital Markets LLC

RBS

Santander

The date of this prospectus supplement is June 12, 2014
2 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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-16
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

i
3 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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 22, 2013, 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.

S-i
4 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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, 2014
Current Report on Form 8-K
As filed on April 11, 2014
Definitive Proxy Statement on Schedule 14A
As filed on July 8, 2013, 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, 2013
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., Suite 100
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.

S-ii
5 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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")). These statements include, but are not limited to,
statements regarding the Company's expectations regarding its 2015 fiscal year organic sales growth and earnings per diluted share; the Company's belief as to the future demand
for, and sales of, its reclaimed and recycled Refrigerant-22 ("R-22"); the Company's belief that it will not be necessary to repatriate cash held outside of the U.S. by its foreign
subsidiaries; 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 Company's estimate that as of March 31, 2014, for every 25 basis-point increase in the
London Interbank Offered Rate ("LIBOR"), annual interest expense will increase by approximately $1.9 million; the estimate of future interest payments on the Company's
long-term debt obligations; and the Company's exposure to foreign currency exchange fluctuations.
Forward-looking statements also include any statement that is not based on historical fact, including statements containing the words "believes," "may," "plans,"
"will," "could," "should," "estimates," "continues," "anticipates," "intends," "expects," and similar expressions. The Company intends that such forward-looking statements be
subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a
representation by the Company or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking
statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those predicted in any forward-looking statement
include, but are not limited to: adverse changes in customer buying patterns or weakening in the operating and financial performance of the Company's customers, any of which
could negatively impact the Company's sales and ability to collect its accounts receivable; postponement of projects due to economic conditions; customer acceptance of price
increases; increases in energy costs and other operating expenses at a faster rate than the Company's ability to increase prices; changes in customer demand resulting in the
Company's inability to meet minimum product purchase requirements under supply agreements and the inability to negotiate alternative supply arrangements; supply cost pressures;
shortages and/or disruptions in the supply chain of certain gases; U.S. Environmental Protection Agency rulings and the pace and manner of U.S. compliance with the Montreal
Protocol on Substances that Deplete the Ozone Layer as they relate to the production and import of R-22; higher than expected expenses associated with the expansion of the
Company's telesales business, its strategic pricing initiative and other strategic growth initiatives; increased industry competition; our ability to successfully identify, consummate,
and integrate acquisitions; the Company's ability to achieve anticipated acquisition synergies; operating costs associated with acquired businesses; the Company's continued ability
to access credit markets on satisfactory terms; significant fluctuations in interest rates; the impact of changes in credit market conditions on the Company's customers; the
Company's ability to effectively leverage its new SAP (as defined in "Prospectus Supplement Summary") system to improve the operating and financial performance of its
business; changes in tax and fiscal policies and laws; increased expenditures relating to compliance with environmental and other regulatory initiatives; the impact of new
environmental, healthcare, tax, accounting, and other regulations; the extent and duration of sluggish conditions in the U.S. economy, including in particular, the U.S. industrial
economy; the economic recovery in the U.S.; catastrophic events and/or severe weather conditions; and political and economic uncertainties associated with current world events.

S-iii
6 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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 one of the nation's leading suppliers of industrial, medical and specialty gases, and hardgoods, such as welding equipment and related products. We are a
leading U.S. producer of atmospheric gases, carbon dioxide, dry ice and nitrous oxide, one of the largest U.S. suppliers of safety products, and a leading U.S. supplier of
refrigerants, ammonia products and process chemicals. During the fiscal year ended March 31, 2014, we had net sales of $5.07 billion, credit serviceable EBITDA of
$964.8 million and net earnings of $350.8 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, e-Business and independent distributors. Products reach our customers through an integrated network of
more than 5,000 trucks, 10 million cylinders, 16,000 bulk tanks, and approximately 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs,
production facilities and distribution centers, supported by our 16,000 associates. 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 business segments, Distribution and All Other Operations. The Distribution business segment accounted for approximately 90% of consolidated net
sales for the fiscal year ended March 31, 2014. 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 various regional and other
business units within the Distribution business segment as part of the complementary suite of similar products and services for our customers. Gas sales primarily include:
atmospheric gases including nitrogen, oxygen and argon; helium; hydrogen; welding and fuel gases such as acetylene, propylene and propane; carbon dioxide; nitrous oxide;
ultra high purity grades of various gases; special application blends; and process chemicals. Within the Distribution business segment, we also recognize rent revenue derived
from the rental of our gas cylinders, cryogenic liquid containers, bulk storage tanks, tube trailers and welding-related and other equipment. Gas and rent represented 60% of
the Distribution business segment's sales in fiscal year 2014. Hardgoods consist of welding consumables and equipment, safety products, construction supplies, and
maintenance, repair and operating supplies. Hardgoods sales represented 40% of the Distribution business segment's sales in fiscal year 2014.
The All Other Operations business segment primarily consists of our carbon dioxide, dry ice (carbon dioxide in solid form), nitrous oxide, ammonia and
refrigerant businesses. The All Other Operations business segment accounted for approximately 10% of our consolidated net sales for the fiscal year ended March 31, 2014.
We operate in all 50 U.S. states and internationally in Canada, Mexico, Russia, Dubai and several European countries. Our Distribution business segment
operates a network of multiple-use facilities consisting of

S-1
7 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
approximately 900 branches, approximately 300 cylinder fill plants, 70 regional specialty gas laboratories, 11 national specialty gas laboratories, one research and
development center, two specialty gas equipment centers, 11 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 U.S., 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. We participate in
all three modes of supply to varying degrees, with the packaged supply mode representing the most significant portion of our gas sales. We are one of the nation's leading
suppliers in the U.S. packaged gas and welding hardgoods market, with an estimated share of more than 25%. Our competitors in this market include local and regional
independent distributors which are estimated to account for nearly half of the market's annual revenues, and certain vertically-integrated gas producers, which account for the
remainder of the market.
Our Strategy
Our primary objective is to maximize shareholder value by: driving market-leading sales growth through product and service offerings that leverage our
infrastructure, technical expertise, and diverse customer base; executing on strategic organic growth initiatives; pursuing acquisitions in our core distribution business and in
adjacent lines of business; providing outstanding customer service; and improving operational efficiencies. To meet this objective, we are focused on the following:

· alignment of the sales and marketing organization with key customer segments, particularly within the strategic accounts program, to provide leadership

and support throughout all sales channels in tailoring our broad product and service offerings to the unique needs of each customer segment;

· leveraging all sales channels, including branch-based sales representatives, retail stores, the strategic accounts program, telesales, catalogs, e-Business

and independent distributors;

· strategic products, which have 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/dry ice and safety
products);

· leveraging our new enterprise information system ("SAP") by capturing strategic pricing benefits, expanding the Airgas Total Access telesales platform,

maximizing cylinder production and utilization, developing key metrics, analytics and tools for continuous improvement, optimizing sales channels and
maximizing hardgoods distribution efficiencies;

· effective utilization of our divisional operating structure and Business Support Centers ("BSCs") to leverage the full benefits of the SAP platform,

maximize back-office efficiencies and streamline customer relationship management;

· 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.

8 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
S-2
9 of 77
6/13/2014 3:40 PM

424B2
http://www.sec.gov/Archives/edgar/data/804212/000119312514236138/d736642d424b2.htm
Table of Contents
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.

S-3
10 of 77
6/13/2014 3:40 PM