Delaware
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1-11037
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06-1249050
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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Exhibit No.
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Description
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1
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Terms Agreement dated February 1, 2012
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5
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Opinion of Cahill Gordon & Reindel llp
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23
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Consent of Cahill Gordon & Reindel llp (included in Exhibit 5)
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PRAXAIR, INC.
By: /s/ James T. Breedlove
James T. Breedlove
Senior Vice President,
General Counsel and Secretary
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Exhibit No.
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Description
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1
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Terms Agreement dated February 1, 2012
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5
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Opinion of Cahill Gordon & Reindel llp
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23
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Consent of Cahill Gordon & Reindel llp (included in Exhibit 5)
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Title:
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2.450% Notes due 2022
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Maturity:
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February 15, 2022
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Interest Rate:
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2.450% per annum
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Interest Payment Dates:
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Interest will be payable on February 15 and August 15 of each year, as applicable, commencing August 15, 2012.
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Redemption Provisions:
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The Company may redeem the notes at its option, at any time in whole or from time to time in part.
The redemption price for the notes to be redeemed on any redemption date that is prior to November 15, 2021 will be equal to the greater of: (1) the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the notes being redeemed.
The redemption price for the notes to be redeemed on any redemption date that is on or after November 15, 2021 will be equal to 100% of the principal amount of the notes being redeemed on the redemption date, plus accrued and unpaid interest to the redemption date.
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“Make-Whole Amount” means, as determined by a Quotation Agent, the sum of the present values of the principal amount of the notes to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the maturity date of the notes being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount of the notes being redeemed to the redemption date.
“Adjusted Treasury Rate” means, with respect, to any redemption date, the sum of (x) either (1) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated “H.15 (519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the notes being redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) 0.10%.
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the maturity date of the notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of notes.
“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of four, or such lesser number as is obtained by the indenture trustee, Reference Treasury Dealer Quotations for such redemption date.
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“Quotation Agent” means the Reference Treasury Dealer selected by the indenture trustee after consultation with Praxair.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and assigns, and one other nationally recognized investment banking firm selected by Praxair that is a primary U.S. Government securities dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
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Purchase Price:
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99.144% of the principal amount thereof
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Public Offering Price:
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99.594% of the principal amount thereof, plus accrued interest, if any, from February 6, 2012
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Additional Terms:
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None
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Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
HSBC SECURITIES (USA) INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
On behalf of themselves and
as Representatives of the
Several Underwriters
By: Citigroup Global Markets Inc.
By: /s/ Brian D. Bednarski
Name: Brian D. Bednarski
Title: Managing Director
By: HSBC Securities (USA) Inc.
By: /s/ Elsa Y. Wang
Name: Elsa Y. Wang
Title: Vice President
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ Laurie Campbell
Name: Laurie Campbell
Title: Managing Director
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Underwriters
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Amount of
Offered Securities
to be Purchased
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Citigroup Global Markets Inc.
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$ | 160,000,000 | ||
HSBC Securities (USA) Inc.
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160,000,000 | |||
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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160,000,000 | |||
Credit Suisse Securities (USA) LLC
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17,143,000 | |||
Deutsche Bank Securities Inc.
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17,143,000 | |||
J.P. Morgan Securities LLC
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17,142,000 | |||
Mitsubishi UFJ Securities (USA), Inc.
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17,143,000 | |||
RBS Securities Inc.
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17,143,000 | |||
Santander Investment Securities Inc.
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17,143,000 | |||
Wells Fargo Securities, LLC
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17,143,000 | |||
Total
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$ | 600,000,000 |
Issuer:
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Praxair, Inc.
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Principal Amount:
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$600,000,000
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CUSIP / ISIN:
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74005P BA1 / US74005PBA12
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Title of Securities:
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2.450% Notes due 2022
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Trade Date:
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February 1, 2012
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Original Issue Date (Settlement Date):
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February 6, 2012
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Maturity Date:
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February 15, 2022
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Benchmark Treasury:
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2.000% due November 15, 2021
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Benchmark Treasury Price and Yield:
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101-12 and 1.846%
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Spread to Benchmark Treasury:
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65 basis points
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Yield to Maturity:
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2.496%
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Interest Rate:
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2.450% per annum
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Public Offering Price (Issue Price):
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99.594% of the Principal Amount thereof
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Interest Payment Dates:
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Semi-annually in arrears on each February 15 and August 15 commencing August 15, 2012
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Redemption Provisions:
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Make-Whole Call:
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Adjusted Treasury Rate plus 10 basis points prior to November 15, 2021
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Par Call:
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On or after November 15, 2021
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Joint Bookrunners:
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Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Co-Managers:
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Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Mitsubishi UFJ Securities (USA), Inc.
RBS Securities Inc.
Santander Investment Securities Inc.
Wells Fargo Securities, LLC
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Re:
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Praxair, Inc.
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