TERMS AGREEMENT March 4, 2008
Exhibit 1
March 4,
2008
Praxair,
Inc.
00 Xxx
Xxxxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxxxxx 00000-0000
Ladies
and Gentlemen:
All the
provisions contained in the Praxair, Inc. Standard Underwriting Agreement
Provisions (December 14, 2006 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, 5th, 6th, 7th and
8th
paragraphs under the caption “Underwriting” in the prospectus
supplement.
Date of
Preliminary Prospectus Supplement: March 4, 2008
Date of
Prospectus Supplement: March 4, 2008
Time of
Sale: 2:45 p.m. New York City time
Names and
Addresses of Representatives:
Credit
Suisse Securities (USA) LLC
|
00
Xxxxxxx Xxxxxx
|
Xxx
Xxxx, XX 00000-0000
|
Deutsche
Bank Securities Inc.
|
00
Xxxx Xxxxxx
|
Xxx
Xxxx, XX 00000
|
HSBC
Securities (USA) Inc.
|
HSBC
Tower 3
|
000
0xx Xxx
|
Xxx
Xxxx, XX 00000
|
The
Offered Securities shall have the following terms:
Title:
|
4.625%
Notes due 2015
|
Maturity:
|
March
30, 2015
|
Interest
Rate:
|
4.625%
per annum
|
Interest
payment dates:
|
March
30 and September 30, commencing on September 30, 2008
|
Redemption
provisions:
|
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) 0.25%.
|
|
“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 Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., and
|
HSBC
Securities (USA) 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.
|
|
Purchase
Price:
|
99.234%
of the principal amount thereof.
|
Public
Offering Price:
|
99.859%
of the principal amount thereof, plus accrued interest, if any, from March
30, 2008.
|
Additional
Terms:
|
None
|
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
office of Xxxxx Xxxx & Xxxxxxxx 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.
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.
Very
truly yours,
|
CREDIT
SUISSE SECURITIES (USA) LLC
|
DEUTSCHE
BANK SECURITIES INC.
|
HSBC
SECURITIES (USA) INC.
|
On
behalf of themselves and
as
Representatives of the
Several
Underwriters
|
CREDIT
SUISSE SECURITIES (USA) LLC
|
By: /s/ Xxxxxx
Xxxxxxx
|
Name: Xxxxxx Xxxxxxx
|
Title: Director
|
DEUTSCHE
BANK SECURITIES INC.
|
By:
/s/ Xxx
Xxxxxxxxxxx
Name: Xxx Xxxxxxxxxxx
Title: Managing Director
|
By:
/s/ Xxxx
Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Director
|
HSBC
SECURITIES (USA) INC.
|
By: /s/ Xxxxx X.
Xxxxx
|
Name:
Xxxxx X. Xxxxx
|
Title: Vice President
|
The
foregoing Terms Agreement is hereby confirmed as of the date first above
written
PRAXAIR,
INC.
|
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President and Treasurer
|
Schedule
I
Underwriter
|
Amount
of Offered
Securities
to be
Purchased
|
|||
Credit
Suisse Securities (USA) LLC
|
$ | 116,667,000 | ||
Deutsche
Bank Securities Inc.
|
$ | 116,667,000 | ||
HSBC
Securities (USA) Inc.
|
$ | 116,666,000 | ||
Banc
of America Securities LLC
|
$ | 30,000,000 | ||
Citigroup
Global Markets Inc.
|
$ | 30,000,000 | ||
X.X.
Xxxxxx Securities Inc.
|
$ | 30,000,000 | ||
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
|
$ | 30,000,000 | ||
Santander
Investment Securities, Inc.
|
$ | 30,000,000 | ||
Total
|
$ | 500,000,000 |
Exhibit
1
Form of Pricing Term
Sheet
Final
Term Sheet
Filed
pursuant to Rule 433
Dated
March 4, 2008
Relating
to
Prospectus
Supplement dated March 4, 2008 to
Registration
Statement No. 333-139328
$500,000,000
4.625% Notes due 2015
Issuer:
|
Praxair,
Inc.
|
Principal
Amount:
|
$500,000,000
|
CUSIP:
|
00000XXX0
|
Title
of Securities:
|
4.625%
Notes due 2015
|
Trade
Date:
|
March
4, 2008
|
Original
Issue Date (Settlement Date):
|
Xxxxx
0, 0000
|
Xxxxxxxx
Date:
|
Xxxxx
00, 0000
|
Xxxxxxxxx
Treasury:
|
4.000%
due 2015
|
Benchmark
Treasury Price and Yield:
|
106-07.75
/ 2.998%
|
Spread
to Benchmark Treasury:
|
+165
basis points
|
Yield
to Maturity:
|
4.648%
|
Interest
Rate:
|
4.625%
per annum
|
Public
Offering Price (Issue Price):
|
99.859%
of the Principal Amount thereof
|
Interest
Payment Dates:
|
Semi-annually
in arrears on each March 30 and September 30, commencing September 30,
2008
|
Redemption
Provision:
|
Make-whole
call at the Adjusted Treasury Rate plus 25 basis points
|
Joint
Bookrunners:
|
Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and HSBC
Securities (USA) Inc.
|
Co-Managers:
|
Banc
of America Securities LLC; Citigroup Global Markets Inc.; X.X. Xxxxxx
Securities Inc.; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated;
and Santander Investment Securities,
Inc.
|
1
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 XXXXX on the
SEC Web site at xxx.xxx.xxx. 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 (i) Credit Suisse Securities (USA) LLC at (000)
000-0000 (toll free), (ii) Deutsche Bank Securities Inc. at (000) 000-0000 (toll
free), or (iii) HSBC Securities (USA) Inc. at (000) 000-0000 (toll
free).
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.
2