UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 10, 2025, Air Products and Chemicals, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP PARIBAS, Citigroup Global Markets Limited, Mizuho International plc, Banco Santander, S.A., SMBC Bank International plc and the other underwriters named in Schedule II thereto, relating to the issuance and sale by the Company of (i) €500,000,000 aggregate principal amount of its 2.950% Notes due 2031 (the “2031 Notes”) and (ii) €500,000,000 aggregate principal amount of its 3.450% Notes due 2037 (the “2037 Notes,” together with the 2031 Notes, the “Notes”). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-275663), which was filed on November 20, 2023. The offer and sale of the Notes is expected to close on or about February 14, 2025, subject to customary closing conditions. The Company has applied to list the Notes on the New York Stock Exchange.
The Notes are being issued pursuant to an Indenture, dated April 30, 2020 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate (which includes the forms of the Notes as exhibits) setting forth the terms of the Notes. The Company may, at its election and upon the terms set forth in the Notes, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes. The Indenture and the form of officer’s certificate with respect to the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company expects to receive net proceeds, after deduction of the underwriters’ discount and estimated offering expenses, of approximately €992 million from the sale of the Notes. The Company intends to allocate the net proceeds from the sale of the Notes to repay a portion of the Company’s outstanding commercial paper obligations, including commercial paper obligations the Company incurred prior to closing, including for the repayment at maturity of €300.0 million aggregate principal amount outstanding of its 1.000% Notes due 2025, plus accrued interest, and for general corporate purposes.
The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K. The Underwriting Agreement contains representations, warranties and covenants that were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Underwriting Agreement is not intended to provide any other factual information about the Company.
The opinion of Covington & Burling LLP, counsel to the Company, relating to the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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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.
| Air Products and Chemicals, Inc. (Registrant) | ||||||
| Date: February 13, 2025 |
By: | /s/ Sean D. Major | ||||
| Sean D. Major | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
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