Attached files
| file | filename |
|---|---|
| 8-K - PRAXAIR INC. 8K - 01/11/10 - PRAXAIR INC | praxair8k_011110.htm |
| EX-5 - EXHIBIT 5 - PRAXAIR INC | ex5.htm |
Exhibit 1
EXECUTION
VERSION
TERMS
AGREEMENT
January
11, 2010
Praxair,
Inc
39 Old
Ridgebury Road
Danbury,
Connecticut 06810-5113
Ladies
and Gentlemen:
We,
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and RBS Securities
Inc. (the “Representatives”), acting on
behalf of the several underwriters named in Schedule I attached hereto (the
“Underwriters”), understand that Praxair,
Inc., a Delaware corporation (the “Company”), proposes to issue
and sell $500,000,000 aggregate principal amount of its 2.125% Notes due 2013
(the “Offered
Securities”), covered by the
registration statement on Form S-3 (No. 333-162982) (the “Registration Statement”) filed by the
Company. Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Underwriters named in Schedule I attached
hereto agree to purchase, severally and not jointly, the Offered Securities in
the amounts set forth opposite our respective names on such
Schedule. The closing in respect of the purchase and sale of the
Offered Securities shall occur on January 14, 2010 at 10:00 a.m. (the “Closing Date”) at the offices
of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York
10017.
All the
provisions contained in the Praxair, Inc. Standard Underwriting Agreement
Provisions (November 9, 2009 edition), other than the form of Delayed Delivery
Contract attached thereto as Annex I and Terms Agreement attached thereto as
Annex II (the “Standard
Provisions”), a copy of which is filed
as an exhibit to the Registration Statement, are incorporated herein by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Standard Provisions had been set forth in
full herein. Terms defined in the Standard Provisions are used herein
as therein defined.
For
purposes of Sections 2 and 7 of the Standard Provisions, the only information
furnished to the Company by any Underwriter for use in the U.S. Prospectus
consists of the following information in the U.S. Prospectus furnished on behalf
of each Underwriter: the last paragraph at the bottom of the prospectus
supplement cover page concerning the terms of the offering by the Underwriters,
and the information contained in the 3rd
paragraph, the third and fourth sentences of the 6th
paragraph, and the 7th and
8th
paragraphs under the caption “Underwriting” in the prospectus
supplement.
Date of
Basic Prospectus: November 9, 2009
Date of
Preliminary Prospectus Supplement: January 11, 2010
Date of
Prospectus Supplement: January 11, 2010
Time of
Sale: 4:17 p.m., New York City time on January 11, 2010
Names and
Addresses of Representatives:
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Citigroup
Global Markets Inc.
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388
Greenwich Street
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New
York, NY 10013
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|
Fax:
212-816-7912
|
|
Attention:
General Counsel
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HSBC
Securities (USA) Inc.
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|
452
Fifth Avenue
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New
York, NY 10018
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|
Tel:
212-525-3652
|
|
Fax:
212-525-0238
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|
Attn:
Transaction Management
|
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RBS
Securities Inc.
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600
Washington Boulevard, Stamford, CT, 06901
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|
Fax:
203-873-4534
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|
Attn:
Debt Capital Markets Syndicate
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The
Offered Securities shall have the following terms:
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Title:
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2.125%
Notes due 2013
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|
Maturity:
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June
14, 2013
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|
Interest
Rate:
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2.125%
per annum
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Interest
Payment Dates:
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Interest
will be payable on June 14 and December 14 of each year, as applicable,
commencing June 14, 2010.
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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, at a redemption price 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.
“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.
“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 RBS Securities Inc. 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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99.480%
of the principal amount thereof
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Public
Offering Price:
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99.880%
of the principal amount thereof, plus accrued interest, if any, from
January 14, 2010
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Additional
Terms:
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None
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which
terms shall be set forth in a pricing term sheet substantially in the form of
Exhibit 1 attached hereto (the “Pricing Term
Sheet”).
The
Offered Securities will be made available for checking and packaging at the
offices of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing
Date.
We
represent that we are authorized to act for the several Underwriters named in
Schedule I hereto in connection with this financing and any action under this
agreement by any of us will be binding upon all the Underwriters.
This
Terms Agreement may be executed in one or more counterparts, all of which
counterparts shall constitute one and the same instrument.
[Signature pages
follow]
If the
foregoing is in accordance with your understanding of our agreement, kindly sign
and return to us the enclosed duplicate hereof, whereupon it will become a
binding agreement among the Company, and the several Underwriters in accordance
with its terms.
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Very
truly yours,
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Citigroup
Global Markets Inc.
HSBC
Securities (USA) Inc.
RBS
Securities Inc.
On
behalf of themselves and
as
Representatives of the
Several
Underwriters
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By: Citigroup
Global Markets Inc.
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By: /s/ Brian D.
Bednarski
Name: Brian D. Bednarski
Title: Managing Director
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By: HSBC
Securities (USA) Inc.
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By: /s/ Diane M.
Kenna
Name: Diane M. Kenna
Title: Senior Vice President
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By: RBS
Securities Inc.
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By: /s/ Moshe
Tomkiewicz
Name: Moshe Tomkiewicz
Title: Managing
Director
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The
foregoing Terms Agreement
is hereby
confirmed as of the
date
first above written
PRAXAIR,
INC.
By: /s/ Michael J. Allan
Name: Michael
J. Allan
Title: Vice President and Treasurer
SCHEDULE
I
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Underwriters
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Amount
of
Offered
Securities
to be Purchased
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|||
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Citigroup
Global Markets
Inc.
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$ | 100,000,000 | ||
|
HSBC
Securities (USA)
Inc.
|
100,000,000 | |||
|
RBS
Securities
Inc.
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100,000,000 | |||
|
Banc
of America Securities
LLC
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33,334,000 | |||
|
Credit
Suisse Securities (USA)
LLC
|
33,334,000 | |||
|
Deutsche
Bank Securities
Inc.
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33,333,000 | |||
|
Mitsubishi
UFJ Securities (USA),
Inc.
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33,333,000 | |||
|
Santander
Investment Securities
Inc.
|
33,333,000 | |||
|
Wells
Fargo Securities,
LLC
|
33,333,000 | |||
|
Total
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$ | 500,000,000 | ||
Exhibit
1 - Pricing Term Sheet
Final
Term Sheet
Filed
pursuant to Rule 433
Dated
January 11, 2010
Relating
to
Prospectus
Supplement dated January 11, 2010 to
Registration
Statement No. 333-162982
$500,000,000
2.125% Notes due 2013
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Issuer:
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Praxair,
Inc.
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|
Principal
Amount:
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$500,000,000
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CUSIP
/ ISIN:
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74005P
AX2 / US74005PAX24
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Title
of Securities:
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2.125%
Notes due 2013
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|
Trade
Date:
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January
11, 2010
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|
Original
Issue Date (Settlement Date):
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January
14, 2010
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Maturity
Date:
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June
14, 2013
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Benchmark
Treasury:
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1.125%
due December 15, 2012
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Benchmark
Treasury Price and Yield:
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98-28
¾ and 1.512%
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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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2.162%
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Interest
Rate:
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2.125%
per annum
|
|
Public
Offering Price (Issue Price):
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99.880%
of the Principal Amount thereof
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Interest
Payment Dates:
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Semi-annually
in arrears on each June 14 and December 14,
commencing
June 14, 2010
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Redemption
Provision:
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Make-whole
call at the Adjusted Treasury Rate plus 10 basis points
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Joint
Bookrunners:
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Citigroup
Global Markets Inc., HSBC Securities (USA) Inc., RBS Securities
Inc.
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Co-Managers:
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Banc
of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities Inc., Mitsubishi UFJ Securities (USA), Inc., Santander
Investment Securities Inc., Wells Fargo Securities,
LLC
|
The
issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling Citigroup Global Markets Inc. toll free at (877)
858-5407, HSBC Securities (USA) Inc. toll free at (866) 811-8049, or RBS
Securities Inc. toll free at (866) 884 2071.
Any
disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such disclaimers or other notices were
automatically generated as a result of this communication being sent via
Bloomberg or another email system.