Close

Form 8-K PRAXAIR INC For: Feb 11

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/18/2024

1. LVS
2. TSM
3. SPY
4. NFLX
5. CSX
6. UAL
7. ALK
8. EFX
9. TSLA
10. MU


February 11, 2016 1:59 PM EST
 

 

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): February 11, 2016 (February 11, 2016)

 
————————————
 

PRAXAIR, INC.
(Exact name of registrant as specified in its charter)

 
————————————
 

Delaware
1-11037
06-1249050
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification No.)

39 Old Ridgebury Road
Danbury, CT 06810-5113
(Address of principal executive offices)
 
(203) 837-2000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
————————————

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 8.01.                      Other Events.
 
On February 11, 2016, Praxair, Inc. (the “Company”) issued $275,000,000 aggregate principal amount of 3.200% notes due January 30, 2026 (the “Notes”).  The Notes will be part of the same series as the $450,000,000 of 3.200% Notes due 2026 that the Company issued on September 24, 2015. The Notes were priced to yield approximately 2.95% per annum. The Notes were sold pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on May 12, 2015.  The material terms of the Notes are described in the Company’s prospectus supplement dated February 4, 2016 filed with the SEC on February 5, 2016.

In connection with the Notes offering, Cahill Gordon & Reindel llp provided certain legal opinions to the Company that are filed as Exhibit 5 to this Form 8-K.

Item 9.01.                      Financial Statements and Exhibits.
 
(d) Exhibits.  The following exhibits are filed herewith:
 
Exhibit No.
 
Description
 
5
Opinion of Cahill Gordon & Reindel llp
23
Consent of Cahill Gordon & Reindel llp (included in Exhibit 5)


 
 
 


SIGNATURES
 
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:  February 11, 2016

PRAXAIR, INC.
 
 
By:  /s/ Guillermo Bichara
       Guillermo Bichara
       Vice President, General Counsel,
       and Corporate Secretary


 
 
 


Exhibit Index


Exhibit No.
 
Description
 
5
Opinion of Cahill Gordon & Reindel llp
23
Consent of Cahill Gordon & Reindel llp (included in Exhibit 5)


Exhibit 5
 

 
 
212-701-3000
 
 
February 11, 2016
 

 
Re:   Praxair, Inc.
 
         Registration Statement on
 
         Form S-3 (No. 333-204093)

Ladies and Gentlemen:
 
We have acted as special counsel to Praxair, Inc. (the “Company”) in connection with the registration statement on Form S-3 (No. 333-204093) (the “Registration Statement”) and the prospectus supplement dated February 4, 2016 (the “Prospectus Supplement”) relating to $275,000,000 aggregate principal amount of the Company’s 3.200% Notes due 2026 (the “Notes”) issued on the date hereof.  The Notes were issued under an Indenture (the “Indenture”) dated as of July 15, 1992 between the Company and U.S. Bank National Association, as successor Trustee (the “Trustee”).
 
In rendering the opinion set forth herein, we have examined originals, photocopies or conformed copies of certain records of the Company, certain agreements, certificates of public officials, certificates of officers and representatives of the Company and certain other documents.  In such examinations, we have assumed the genuineness of all signatures on original documents and the conformity to the originals of all copies submitted to us as conformed or photocopied.
 
Based on the foregoing, we advise you that in our opinion the Notes have been duly issued and delivered and, assuming the due execution and delivery of the Indenture by the Trustee and the due authentication of the Notes by the Trustee, are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer or similar laws affecting creditors’ rights generally and by general principles of equity.
 


 
 
 

 
 
-2-
 

 
We are members of the bar of the State of New York, and in rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware.
 
We hereby consent to the filing of this opinion as an Exhibit to the Form 8-K filed by the Company in connection with the issuance of the Notes.  Such consent does not constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement or the Prospectus Supplement and do not otherwise admit that we are within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.
 
Very truly yours,
 
 
/s/ Cahill Gordon & Reindel llp
 

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings