UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On July 10, 2024, Air Products and Chemicals, Inc. (the “Company”) and Honeywell International Inc. (“Honeywell”) issued a joint press release announcing their entry into the transaction described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth therein.
| Item 8.01. | Other Events. |
On July 10, 2024, the Company and Honeywell jointly announced that they had entered into a Purchase Agreement (the “Agreement”) under which the Company has agreed to sell, and Honeywell has agreed to purchase, the Company’s liquefied natural gas process technology and equipment business and associated assets and liabilitites, including a manufacturing facility located in Port Manatee, Florida (collectively, the “LNG Business”), for $1.81 billion in cash, subject to the satisfaction or waiver of certain customary closing adjustments. At the closing of the transaction, the Company expects approximately 475 employees of the LNG Business to join Honeywell.
Closing of the transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of certain regulatory approvals. The Agreement contains customary representations, warranties and covenants of both the Company and Honeywell. The parties currently expect the transaction to close before the end of the calendar year. The Company will provide customary transition services to Honeywell post-closing to facilitate Honeywell’s integration of the LNG Business.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated July 10, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: July 10, 2024 |
By: | /s/ Sean D. Major | ||||
| Sean D. Major | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||