- Current report filing (8-K)
March 05 2010 - 5:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March
5, 2010
Air
Products and Chemicals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-4534
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23-1274455
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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7201
Hamilton Boulevard
Allentown,
Pennsylvania 18195-1501
(Address
of principal executive offices, including zip code)
(610)
481-4911
(Registrant’s
telephone number including area code)
Not
Applicable
(Former
name or former address if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01
Entry Into a Material Definitive
Agreement
On March
3, 2010, Air Products and Chemicals, Inc. (“Air Products”) entered into an
amended and restated commitment letter (the “Amended and Restated Commitment
Letter”) with JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. and
letters of accession (the “Accession Letters”) with The Royal Bank of Scotland
plc and RBS Securities Inc., Deutsche Bank AG Cayman Island Branch and Deutsche
Bank Securities Inc., BNP Paribas and BNP Paribas Securities Corp., HSBC
Securities (USA) Inc. and HSBC Bank USA, N.A. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd. pursuant to which such banks joined the Amended and Restated
Commitment Letter as parties. Pursuant to the Amended and Restated
Commitment Letter and these Accession Letters, JPMorgan Chase Bank, N.A., The
Royal Bank of Scotland plc, Deutsche Bank AG Cayman Island Branch, BNP Paribas,
HSBC Bank USA, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. have committed to
provide a term loan credit facility to Air Products in an aggregate amount of up
to $6.724 billion (the “Acquisition Facility”). The Amended and
Restated Commitment Letter replaces JPMorgan Chase Bank, N.A.’s original
commitment letter with respect to the Acquisition Facility (the “Original
Commitment Letter”). The terms and conditions of the Amended and
Restated Commitment Letter with respect to the Acquisition Facility remain
substantially the same as pursuant to the Original Commitment
Letter.
Item 9.01
Financial Statements and Exhibits.
EXHIBIT
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NUMBER
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DESCRIPTION
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10.1
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Amended
and Restated Commitment Letter dated March 3, 2010 among Air Products and
Chemicals, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc.
(incorporated by reference to Exhibit (b)(2) of the Schedule TO filed with
the SEC by Air Products and Chemicals, Inc. and Air Products Distribution,
Inc., attached to Amendment No. 1 to such Schedule TO on March 5,
2010).
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10.2
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., The
Royal Bank of Scotland plc and RBS Securities Inc. (incorporated by
reference to Exhibit (b)(3) of the Schedule TO filed with the SEC by Air
Products and Chemicals, Inc. and Air Products Distribution, Inc., attached
to Amendment No. 1 to such Schedule TO on March 5,
2010).
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10.3
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc.,
Deutsche Bank AG Cayman Island Branch and Deutsche Bank Securities
Inc. (incorporated by reference to Exhibit (b)(4) of the Schedule TO
filed with the SEC by Air Products and Chemicals, Inc. and Air Products
Distribution, Inc., attached to Amendment No. 1 to such Schedule TO on
March 5, 2010).
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10.4
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., BNP
Paribas and BNP Paribas Securities Corp. (incorporated by reference to
Exhibit (b)(5) of the Schedule TO filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc., attached to Amendment
No. 1 to such Schedule TO on March 5, 2010).
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10.5
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., HSBC
Securities (USA) Inc. and HSBC Bank USA, N.A. (incorporated by reference
to Exhibit (b)(6) of the Schedule TO filed with the SEC by Air Products
and Chemicals, Inc. and Air Products Distribution, Inc., attached to
Amendment No. 1 to such Schedule TO on March 5, 2010).
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10.6
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Accession
Letter dated March 3, 2010 between Air Products and Chemicals, Inc. and
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to
Exhibit (b)(7) of the Schedule TO filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc., attached to Amendment
No. 1 to such Schedule TO on March 5, 2010).
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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.
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AIR
PRODUCTS AND CHEMICALS, INC.
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By:
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/s/
Paul E. Huck
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Name:
Paul E. Huck
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Title:
Senior Vice President and Chief Financial Officer
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Date:
March 5, 2010
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EXHIBIT
INDEX
EXHIBIT
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NUMBER
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DESCRIPTION
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10.1
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Amended
and Restated Commitment Letter dated March 3, 2010 among Air Products and
Chemicals, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc.
(incorporated by reference to Exhibit (b)(2) of the Schedule TO filed with
the SEC by Air Products and Chemicals, Inc. and Air Products Distribution,
Inc., attached to Amendment No. 1 to such Schedule TO on March 5,
2010).
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10.2
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., The
Royal Bank of Scotland plc and RBS Securities Inc. (incorporated by
reference to Exhibit (b)(3) of the Schedule TO filed with the SEC by Air
Products and Chemicals, Inc. and Air Products Distribution, Inc., attached
to Amendment No. 1 to such Schedule TO on March 5,
2010).
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10.3
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc.,
Deutsche Bank AG Cayman Island Branch and Deutsche Bank Securities Inc.
(incorporated by reference to Exhibit (b)(4) of the Schedule TO filed with
the SEC by Air Products and Chemicals, Inc. and Air Products Distribution,
Inc., attached to Amendment No. 1 to such Schedule TO on March 5,
2010).
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10.4
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., BNP
Paribas and BNP Paribas Securities Corp. (incorporated by reference to
Exhibit (b)(5) of the Schedule TO filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc., attached to Amendment
No. 1 to such Schedule TO on March 5, 2010).
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10.5
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Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., HSBC
Securities (USA) Inc. and HSBC Bank USA, N.A. (incorporated by reference
to Exhibit (b)(6) of the Schedule TO filed with the SEC by Air Products
and Chemicals, Inc. and Air Products Distribution, Inc., attached to
Amendment No. 1 to such Schedule TO on March 5, 2010).
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10.6
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Accession
Letter dated March 3, 2010 between Air Products and Chemicals, Inc. and
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to
Exhibit (b)(7) of the Schedule TO filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc., attached to Amendment
No. 1 to such Schedule TO on March 5, 2010).
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5
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