On February 27, 2023, Air Products and Chemicals, Inc. (the “Company”) entered into an Underwriting Agreement (the “U.S. Underwriting Agreement”) with Citigroup Global Markets Inc., SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the underwriters named therein, relating to the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 4.800% Notes due 2033 (the “U.S. Notes”). The offer and sale of the U.S. Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-250809), which was filed on November 20, 2020 (the “Registration Statement”).
In addition, on February 27, 2023, the Company entered into an Underwriting Agreement (the “Euro Underwriting Agreement” and, together with the U.S. Underwriting Agreement, the “Underwriting Agreements”) with Citigroup Global Markets Limited, SMBC Nikko Capital Markets Limited, BNP Paribas and HSBC Bank plc, relating to the issuance and sale by the Company of €700,000,000 aggregate principal amount of its 4.000% Notes due 2035 (the “Eurobonds” and, together with the U.S. Notes, the “Notes”). The offer and sale of the Eurobonds was registered pursuant to the Registration Statement. The Company has applied to list the Eurobonds on the New York Stock Exchange.
The offerings were completed on March 3, 2023.
The Notes were 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 (the “Trustee”). The terms of the U.S. Notes and the Eurobonds have been set forth in officer’s certificates (which include the forms of the U.S. Notes and of the Eurobonds as exhibits, respectively). 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 Company may also, at its election, redeem the Eurobonds in whole, but not in part, upon the occurrence of certain tax events at a redemption price equal to 100% of the principal amount, together with unpaid interest accrued thereon to, but excluding, the date fixed for redemption. The Indenture, the officer’s certificate with respect to the U.S. Notes and the officer’s certificate with respect to the Eurobonds are attached, or incorporated by reference, as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company received net proceeds, after deduction of the underwriter’s discount and estimated offering expenses, of approximately $594.9 million from the sale of the U.S. Notes and €688.6 million from the sale of the Eurobonds. The Company expects to allocate an amount equal to the net proceeds from the offerings to finance or refinance, in whole or in part, one or more Eligible Projects (as defined in the applicable prospectus supplement relating to the U.S. Notes and the Eurobonds), including: (i) expenditures and investments related to pollution prevention and control; (ii) expenditures in renewable energy generation and procurement; (iii) expenditures and investments related to sustainable aviation fuel; and (iv) other Eligible Projects. Pending full allocation of the net proceeds to the portfolio of Eligible Projects, the Company may hold and/or invest the balance of the net proceeds not yet allocated, at its discretion, in its Treasury liquidity portfolio (in cash or cash equivalents, money market funds, etc.) in line with Air Products’ Treasury management policies or use such net proceeds to repay a portion of the Company’s outstanding indebtedness.
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