UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2016
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9344 | 56-0732648 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s telephone number, including area code: (610) 687-5253
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2016, Airgas, Inc. (the “Company”) entered into the Eighth Amendment (the “Amendment”) to the Third Amended and Restated Receivables Purchase Agreement dated March 17, 2010 (the “Receivables Purchase Agreement”) among the Company, as servicer, Radnor Funding Corp., a bankruptcy-remote special purpose entity and wholly-owned subsidiary of the Company, as seller, the members of the various purchaser groups from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (in such capacity, the “Administrator”). The Amendment (i) revises the change in control provisions contained in the Receivables Purchase Agreement to exclude the previously-announced proposed acquisition of the Company by L’Air Liquide, S.A. (the “Proposed Acquisition”) and (ii) makes certain other changes to the financial reporting requirements of the Company contained in the Receivables Purchase Agreement in anticipation of the Proposed Acquisition. The maximum amount of borrowings available to the Company under the Receivables Purchase Agreement remained unchanged as a result of the Amendment.
The foregoing description of the Amendment is qualified in its entirety by reference to a copy of the Amendment, which is filed herewith as an exhibit and incorporated in this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) None
(b) None
(c) None
(d) Exhibits.
10.1 - Eighth Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 23, 2016, among Airgas, Inc., as Servicer, Radnor Funding Corp., as Seller, the members of the various purchaser groups from time to time party thereto and the Administrator.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 23, 2016 | AIRGAS, INC. | |||||
| (Registrant) | ||||||
| BY: | /s/ Thomas M. Smyth | |||||
| Thomas M. Smyth Vice President & Controller (Principal Accounting Officer) | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | Eighth Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 23, 2016, among Airgas, Inc., as Servicer, Radnor Funding Corp., as Seller, the members of the various purchaser groups from time to time party thereto and the Administrator. | |