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APD > SEC Filings for APD > Form 8-K on 31-Jul-2014All Recent SEC Filings

Show all filings for AIR PRODUCTS & CHEMICALS INC /DE/

Form 8-K for AIR PRODUCTS & CHEMICALS INC /DE/


31-Jul-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

Air Products and Chemicals, Inc. (the "Company") entered into an underwriting agreement on July 28, 2014 (the "Underwriting Agreement") with the several underwriters named therein (collectively, the "Underwriters"), for which Barclays Capital Inc., RBS Securities Inc. and Wells Fargo Securities, LLC acted as representatives, pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, $400,000,000 in aggregate principal amount of 3.350% notes due July 31, 2024 (the "Notes"). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 31, 2014, the Company issued and sold the Notes. The Notes were issued pursuant to the Company's Registration Statement on Form S-3 (No. 333-178120) and the Prospectus included therein (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on November 22, 2011, and the Prospectus Supplement relating thereto dated July 28, 2014, and filed with the Commission on July 29, 2014. The Notes were issued under an Indenture dated as of January 10, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Indenture"), and an Officers' Certificate containing the terms of the Notes. The Indenture, together with the Officers' Certificate, sets forth the terms of the Notes and the obligations of the Company thereunder. A copy of the Officers' Certificate is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of Ann E. Padjen, Senior Corporate and Finance Counsel of the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K is filed for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.               Description

1.1                       Underwriting Agreement dated as of July 28, 2014, with
                          the several underwriters named therein, for which
                          Barclays Capital Inc., RBS Securities Inc. and Wells
                          Fargo Securities, LLC acted as representatives.

4.1                       Officers' Certificate dated July 31, 2014, establishing
                          the terms, and setting forth the form of the 3.350% Notes
                          due 2024.

4.2                       Form of Note (included as Exhibit A to the Officers'
                          Certificate in Exhibit 4.1).

5.1                       Opinion of Ann E. Padjen, Senior Corporate and Finance
                          Counsel of the Company.

23.1                      Consent of Ann E. Padjen (included in Exhibit 5.1).


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