EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
 
 
 


 
Exhibit 1
 
TERMS AGREEMENT
 
May 20, 2009
 
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
 
Ladies and Gentlemen:
 
We, Citigroup Global Markets 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 Floating Rate Notes due 2010 (the “Offered Securities”), covered by the registration statement on Form S-3 (No. 333-139328) (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 May 26, 2009 at 10:00 a.m. (the “Closing Date”) at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017.
 
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, 6th, 7th and 8th paragraphs under the caption “Underwriting” in the prospectus supplement.
 
Date of Basic Prospectus:  December 14, 2006
 
Date of Preliminary Prospectus Supplement:  May 20, 2009
 
Date of Prospectus Supplement:  May 20, 2009
 
Time of Sale:  12:20 p.m. New York City time on May 20, 2009

 
 
 


 
 
Names and Addresses of Representatives:
 
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

RBS Securities Inc.
600 Steamboat Road
 
Greenwich, CT 06830
 
 
The Offered Securities shall have the following terms:
 
Title:
Floating Rate Notes due 2010
   
Maturity:
May 26, 2010
   
Interest Rate:
3-month LIBOR + 9 basis points
   
Interest Payment Dates:
Interest will be payable on February 26, May 26, August 26 and November 26 of each year, as applicable, commencing August 26, 2009.
   
Day Count Convention:
Actual/360
   
Redemption:
The notes are not redeemable.
   
Purchase Price:
99.900% of the principal amount thereof
   
Public Offering Price:
100% of the principal amount thereof, plus accrued interest, if any, from May 26, 2009
   
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 Davis Polk & Wardwell 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,
 
 
CITIGROUP GLOBAL MARKETS INC.
RBS SECURITIES INC.
 
On behalf of themselves and
    as Representatives of the
    Several Underwriters
 
 
CITIGROUP GLOBAL MARKETS INC.
 
 
By:  /s/ Brian D. Bednaski        
        Name:  Brian D. Bednaski
        Title:    Managing Director
 
 
RBS SECURITIES INC.
 
 
By:  /s/ Moshe Tomkiewicz
        Name:  Moshe Tomkiewicz
        Title:    Managing Director

 
 
 


 
The foregoing Terms Agreement is hereby confirmed as of the date first above written
 
PRAXAIR, INC.
 
By:  /s/ Michael Allen
        Name:  Michael Allen
        Title:    Vice President and Treasurer


 
 
 

Schedule I
 
Underwriter
  
Amount of Offered
Securities to be
Purchased
  
       
Citigroup Global Markets Inc.
   $ 250,000,000  
         
RBS Securities Inc.
   $ 250,000,000  
         
Total
   $ 500,000,000  

 

 
 
 

Exhibit 1
 
Final Term Sheet
Filed pursuant to Rule 433
Dated May 20, 2009
 
Relating to
Prospectus Supplement dated May 20, 2009 to
Registration Statement No. 333-139328

 
$500,000,000 Floating Rate Notes due 2010
 

Issuer:
Praxair, Inc.
   
Title of Securities:
Floating Rate Notes due 2010
   
Principal Amount:
$500,000,000
   
CUSIP/ISIN:
74005P AT1 / US74005PAT12
   
Trade Date:
May 20, 2009
   
Original Issue Date (Settlement Date):
May 26, 2009
   
Maturity Date:
May 26, 2010
   
Interest Rate:
3-month LIBOR + 9 basis points
   
Day Count Convention:
Actual/360
   
Redemption:
The notes are not redeemable
   
Public Offering Price (Issue Price):
100% of the Principal Amount thereof
   
Interest Payment Dates:
February 26, May 26, August 26 and November 26 of each year, as applicable, commencing August 26, 2009
   
Joint Bookrunners:
Citigroup Global Markets Inc. and RBS Securities Inc.

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 Web site 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 (i) Citigroup Global Markets Inc. toll free 1-877-858-5407 or (ii) RBS Securities Inc. toll free at 1-866-884-2071.

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.