Item 8.01. Other Events.

On December 5, 2022, Linde Inc. (the "Issuer"), a wholly owned subsidiary of Linde plc (the "Company"), issued $300,000,000 aggregate principal amount of 4.800% notes due December 5, 2024 (the "2024 Notes") and $600,000,000 aggregate principal amount of 4.700% notes due December 5, 2025 (the "2025 Notes" and, together with the 2024 Notes, the "Notes"). The Notes are fully and unconditionally guaranteed by the Company, and such guarantee by the Company is guaranteed by Linde GmbH, another wholly owned subsidiary of the Company.

The net proceeds of this offering were approximately $895.6 million, after deducting underwriting discounts, fees and expenses associated with the offering. The Issuer intends to use the net proceeds for general corporate purposes.

In connection with the offering, the Issuer entered into a Terms Agreement dated as of November 28, 2022 (the "Terms Agreement"), among the Issuer, the Company, Linde GmbH, and BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters. The Terms Agreement and the Standard Underwriting Agreement Provisions (June 2, 2020 edition) incorporated by reference in the Terms Agreement are filed as Exhibit 1.1 and 1.2 to this Form 8-K, respectively.

The Notes were issued under an indenture (the "Indenture"), dated as of August 10, 2020, among the Issuer (formerly known as Praxair, Inc.), the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Indenture, the Form of 2024 Notes with Guarantee Endorsements and the Form of 2025 Notes with Guarantee Endorsements are filed as exhibits to this Form 8-K and the description of the Indenture contained herein is qualified in its entirety by reference to the Indenture.

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, including any securities of the Company or the Issuer. The foregoing description is qualified in its entirety by reference to the exhibits filed herewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit. The following exhibit is filed herewith:

Exhibit
  No.                                    Description

 1.1          Standard Underwriting Agreement Provisions (June 2, 2020 Edition)
            (incorporated by reference to Exhibit 1.1 to the Company's
            Registration Statement on Form S-3 filed on June 2, 2020 (Registration
            No. 333-238875))

 1.2          Terms Agreement, dated as of November 28, 2022, among Linde Inc.,
            Linde plc, Linde GmbH, and BofA Securities, Inc., Citigroup Global
            Markets Inc. and Deutsche Bank Securities Inc., as representatives of
            the underwriters

 4.1          Indenture, dated as of August 10, 2020, among Linde Inc. (formerly
            known as Praxair, Inc.), Linde plc and U.S. Bank Trust Company,
            National Association (as successor in interest to U.S. Bank National
            Association), as trustee (Filed as Exhibit 4.1 to the Linde plc Form
            8-K dated August 10, 2020, Filing No. 1-38730, and incorporated herein
            by reference).

 4.2          Form of 4.800% Notes due 2024 with Guarantee Endorsements

 4.3          Form of 4.700% Notes due 2025 with Guarantee Endorsements

 5.1          Opinion of Cahill Gordon & Reindel LLP

 5.2          Opinion of Arthur Cox

 5.3          Opinion of Linklaters LLP

23.1          Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)

23.2          Consent of Arthur Cox (included in Exhibit 5.2)

23.3          Consent of Linklaters LLP (included in Exhibit 5.3)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses