Final Term Sheet
Filed pursuant to Rule 433
Dated January 29, 2015
Relating to
Prospectus Supplement dated January 29, 2015 to
Registration Statement No. 333-183150
$400,000,000 2.650% Notes due 2025 (“2025 Notes”)
$200,000,000 3.550% Notes due 2042 (“2042 Notes”)
$150,000,000 Floating Rate Notes due 2017 (“2017 Notes”)
| Issuer: |
Praxair, Inc. | |||||
| Expected Ratings (Moody’s / S&P)*: |
A2 (Stable) / A (Stable) | |||||
| Trade Date: |
January 29, 2015 | |||||
| Settlement Date**: |
February 5, 2015 (T+5) | |||||
| 2025 Notes | 2042 Notes | 2017 Notes | ||||
| Title of Securities: |
2.650% Notes due 2025 | 3.550% Notes due 2042 | Floating Rate Notes due 2017 | |||
| Principal Amount: |
$400,000,000 | $200,000,000. The 2042 Notes offered hereby will be part of the same series of notes as the $475,000,000 aggregate principal amount of 3.550% Notes due 2042 issued and sold by Praxair, Inc. on November 7, 2012 and May 7, 2013. | $150,000,000 | |||
| CUSIP / ISIN: |
74005P BN3/ US74005PBN33 |
74005P BD5 / US74005PBD50 | 74005P BM5 / US74005PBM59 | |||
| Maturity Date: |
February 5, 2025 | November 7, 2042 | February 3, 2017 | |||
| Benchmark Treasury: |
T 2.250% due November 15, 2024 | T 3.125% due August 15, 2044 | N/A | |||
| Benchmark Treasury Price and Yield: |
104-17 / 1.744% | 117-13 / 2.309% | N/A | |||
| Spread to Benchmark Treasury: |
+95 basis points | +125 basis points | N/A | |||
| Yield to Maturity: |
2.694% | 3.559% | N/A | |||
| Interest Rate: |
2.650% per annum | 3.550% per annum | Federal Funds Effective Rate +33 basis points | |||
| Public Offering Price (Issue Price): |
99.617% of the principal amount thereof | 99.838% of the principal amount thereof, plus interest deemed to have accrued since November 7, 2014 | 100.00% of the principal amount thereof | |||
| Interest Payment Dates: |
Semi-annually in arrears on each February 5 and August 5 commencing August 5, 2015 | Semi-annually in arrears on each May 7 and November 7 commencing May 7, 2015 | February 3, May 3, August 3 and November 3 of each year, commencing May 3, 2015 | |||
| Interest Record Dates: |
January 20 and July 20 | April 23 and October 24 | 15th day immediately preceding the related interest payment date | |||
| Day Count Convention: |
30/360 | 30/360 | Actual/360 | |||
| Redemption Provisions: |
||||||
| Make-Whole Call: |
Treasury Rate plus 15 basis points prior to November 5, 2024 | Treasury Rate plus 10 basis points prior to May 7, 2042 | The 2017 Notes are not redeemable prior to maturity | |||
| Par Call: |
On or after November 5, 2024 | On or after May 7, 2042 | ||||
| Joint Book-Running Managers: |
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBS Securities Inc. Wells Fargo Securities, LLC |
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| Co-Managers: |
ANZ Securities, Inc. BBVA Securities Inc. Goldman, Sachs & Co. Itau BBA USA Securities, Inc. Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC SG Americas Securities, LLC | |||||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | We expect that delivery of the notes will be made to investors on or about February 5, 2015, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement of the next succeeding business day should consult their advisors. |
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) 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 Credit Suisse Securities (USA) LLC, toll free at 1-800-221-1037, J.P. Morgan Securities LLC, collect at 1-212-834-4533, RBS Securities Inc., toll free at 1-866-884-2071 or Wells Fargo Securities, LLC, toll free at 1-800-645-3751.
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.
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