SEC Company Response from Air Products & Chemicals, Inc. (APD) (CIK 0000002969) (APD) — Jun 3, 2010
Air Products & Chemicals, Inc. (APD) (CIK 0000002969)
Date: June 3, 2010 · CIK: 0000002969 · Accession: 0000950157-10-000724
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-09344
Referenced dates: May 17, 2010
Letter
Office of Mergers and Acquisitions Securities and Exchange Commission Filed May 18 and 19, 2010 File No. 001-09344 CONFIDENTIAL TREATMENT REQUESTED BY AIR PRODUCTS AND CHEMICALS, INC. AND AIR PRODUCTS DISTRIBUTION, INC. PURSUANT TO 17 C.F.R. §200.83 THIS LETTER OMITS THE CONFIDENTIAL INFORMATION INCLUDED IN THE UNREDACTED VERSION OF THIS LETTER DELIVERED TO THE OFFICE OF MERGERS AND ACQUISITIONS OF THE SECURITIES AND EXCHANGE COMMISSION AND ASTERISKS DENOTE SUCH OMISSIONS
Dear Ms. Campbell Duru:
In response to the comments and questions of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”) contained in your letter of May 25, 2010 (the “Comment Letter”) regarding the above-referenced filings (the “Schedule TO” and “Soliciting Materials”, respectively), Air Products and Chemicals, Inc. and Air Products Distribution, Inc. (collectively, “Air Products”) provide the information below. Our responses have been numbered to correspond to your comments, and the original comments have been included in italics for reference.
Air Products will file today an amendment to the Schedule TO in the form attached hereto as Exhibit A (“Amendment No. 11”). This amendment includes revised disclosure to address certain of the comments in the Comment Letter.
Schedule TO-T/A
General
1.
We note the incorporation by reference of soliciting materials filed on Schedule 14A. Please clarify disclosure in filings incorporated by reference that refer to the Private Securities Litigation Reform Act to disclose that the safe harbor protections of the PSLRA do not apply to forward looking statements made in connection with the tender offer.
Response to Question 1
We respectfully note the Staff’s comment. Such disclosure will be clarified in future filings.
In addition, the following disclosure has been added in Amendment No. 11 in response to the Staff’s comment:
“Certain materials filed as exhibits to this Schedule TO or in other filings incorporated by reference herein referred to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.”
Soliciting Materials filed on Schedule 14A
Paul Huck Transcript (May 18, 2010)
2.
Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists. In addition, support for opinions or beliefs should be self-evident, disclosed in your materials or provided to the Staff on a supplemental basis with a view toward disclosure. We cite the following examples of statements or assertions in your materials which require supplemental support:
●
“[w]ithout question, Air Products has been the star amongst its chemical peers and industrial gas peers as well evidenced by its strong, consistent performance...”;
●
[w]e expect Air Products to continue to outperform many of its chemical industrial peers...”;
●
[w]e not only have the best market position, but the best technology and the best...relations with people in that industry...,”;
●
[w]e are a leader in electronics...we have the number one positions in Korea and Taiwan…,”;
●
“[w]e have the largest bulk share in China among the major industrial gas players…,”; and,
●
all statements asserting leadership positions in various markets throughout the world.
Please note that this comment applies to analogous statements made in soliciting materials in slide presentations dated May 17, 2010. Where the basis of support is other documents such as reports and articles, if any, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely. Please mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.
Response to Question 2
The first two bullet points above relate to comments made by Sergey Vasnetsov, Managing Director, Chemicals Equity Research, Barclays Capital, when he was introducing the presentation by Paul Huck, Senior Vice President and Chief Financial Officer of Air Products, at the May 18, 2010 Barclays ROC Stars Conference (the “May 18 Presentation”). The transcript was prepared by a third party who included the introduction. We have filed an amendment to the Soliciting Materials to delete this introduction from the filing because these comments were not made by an Air Products officer or employee and are not included in the archived webcast posted on Air Products’ website.
In future soliciting materials, we will characterize statements of opinion and belief as such. We are providing supplemental information supporting the statements in the transcript on leadership positions, although we respectfully note that because Air Products’ tender offer for Airgas, Inc. is an all cash offer, the statements regarding Air Products’ market positions were not related to the Offer or directed at soliciting tenders or proxies.
As background for the supplemental information we are providing for Mr. Huck’s statements, it may be helpful for the Staff to have background information regarding the different types of markets that are referenced in his remarks on leadership positions. Air Products(1) produces and supplies atmospheric gases, such as oxygen, nitrogen, and argon; process and specialty gases, such as hydrogen and helium; performance materials; equipment and services globally. The largest end markets for its products include energy, electronics, metals, chemicals, and healthcare. Air Products manages its operations and reports earnings under four segments that correspond to different markets:
(1)
Merchant Gases includes the following types of products:
Liquid bulk—Product is delivered in bulk (in liquid or gaseous form) by tanker or tube trailer and stored, usually in its liquid state, in equipment designed and installed by Air Products at the customer’s site for vaporizing into a gaseous state as needed. Liquid bulk sales are typically governed by three- to five-year contracts.
Packaged gases—Small quantities of product are delivered in either cylinders or dewars.
Generated gases—Customers receive product through small on-sites (cryogenic or noncryogenic generators) either by a sale of gas contract or the sale of the equipment to the customer.
(2)
Tonnage Gases are produced at large facilities located adjacent to customers’ facilities or transported by pipeline systems from centrally-located production facilities. These facilities require a large capital investment and are generally governed by contracts with 15- to 20-year terms.
(3)
The Electronics and Performance Materials segment provides the electronics industry with specialty gases (such as nitrogen trifluoride and silane), tonnage gases (primarily nitrogen), specialty chemicals, services, and equipment. These products are delivered through various supply chain methods, including bulk delivery systems or distribution by pipelines.
(4)
The Equipment and Energy segment designs and manufactures cryogenic and gas processing equipment for air separation, natural gas liquefaction (LNG), hydrocarbon recovery and purification, and helium distribution (cryogenic transportation containers), and serves energy markets in a variety of ways.
(1) References to “Air Products” include all subsidiaries and equity affiliates of Air Products and Chemicals, Inc. when discussing Air Products’ business and operations.
There are four major global industrial gas competitors, L’Air Liquide S.A., Linde AG, Air Products and Praxair, Inc. These four companies compete globally, sell similar products and use similar technologies, bid against each other on projects, supply the same customers, are covered by the same securities analysts and industry publications, and review each others’ project announcements and public financial filings. Air Products has devoted significant resources to developing databases for internal use capturing and analyzing public information regarding the customers, market shares, and capacity of the other major industrial gas companies. While some of the supplemental information provided below is based on third party research or published materials, much of the information is based on these internally developed sources.
Air Products supplementally advises the Staff of the following information(2) to support the statements made by Mr. Huck in the May 18 Presentation regarding leadership positions in certain markets:
(i)
Page 2 of the transcript: “We are the leader in hydrogen and for refining.”
Air Products is widely recognized as the leading producer of hydrogen globally. Most of our hydrogen is used by oil refiners to facilitate the conversion of heavy crude feedstock and lower the sulfur content of gasoline and diesel fuels to reduce smog and ozone depletion. Attached as Exhibit 2(i) are slides depicting: tonnage hydrogen market shares of the four major industrial gas companies based on current on-stream capacity; detail on capacity of the four major industrial gas companies; background on Air Products’ position as a leading supplier of the refining industry; hydrogen pipeline positions; and information on refining customer relationships.
(2) Measurements referenced in these materials include “scfd” or “mmscfd” (standard cubic feet per day or millions of standard cubic feet per day); “TPD” and “TPA” (tons per day and tons per annum); “operating years” (sum of years all plants have been in operation), and “Nm3/H” (normal cubic meters per hour). Also, please note “SOG” is an acronym for “sale of gas”; “SOE” is an acronym for “sale of equipment”; and “LOX”, “LIN” and “LAR” are acronyms for liquid oxygen, nitrogen and argon.
(ii)
Page 2 of the transcript: “We are also a leader in...oxygen for gasification.”
Attached as Exhibit 2(ii) are slides providing detail on global supply of oxygen for gasification and high pressure oxygen.
(iii)
Page 2 of the transcript: “We have 80% of the world’s capacity on LNG.”
Attached as Exhibit 2(iii) is a slide depicting capacity of existing natural gas liquefication plants, and a corroborating excerpt from LNG Journal (March 2010) indicating existing world LNG capacity.
(iv)
Page 2 of the transcript: “We have a solid background in energy, where we believe of the four large industrial gas companies of the world...we not only have the best market position, but the best technology and...the best relations with the people in that industry.”
This comment refers to Air Products’ relationships with the oil producing and refining industry. See Exhibit 2(i) for detailed information.
(v)
Page 3 of the transcript: “We are a leader in Electronics.”
Attached as Exhibit 2(v) is a slide depicting Air Products’ market share in three business units of its Electronics division and a report titled “Gases for Semiconductor Device Processing” (2010) prepared by Techcet Group, a market research firm specializing in electronics materials market research and strategy. The third bullet under Section 1.1 of the Techcet report states “The electronic gas market leader continues to be Air Products with 26% market share”. Additional corroborating information on Air Products’ position appears on pages 11, 12, 47, and 50.
(vi)
Page 3 of the transcript, pertaining to electronics: “We have the number one position in Korea and Taiwan.”
Attached as Exhibit 2(vi) are slides illustrating internal assessment of electronics market shares in Korea and Taiwan.
(vii)
Page 3 of the transcript: “...[I]f you look at the position in merchant gases, what you see is we have the largest bulk share in China among the major industrial gas players.”
Attached as Exhibit 2(vii) are slides depicting internal assessments of shares of liquid bulk capacity in China, and detail on Air Products’ capacity.
(viii)
Page 3 of the transcript: “that leading [merchant gases] position also extends for us into India... .”
Attached as Exhibit 2(viii) is an internal assessment that shows 2009 merchant gases sales in India for INOX AP, an Air Products affiliate, and its competitors.
(ix)
Page 3 of the transcript: “... [a]nd we have leading [merchant gases] positions in Korea, Taiwan, and Thailand.”
Attached as Exhibit 2(ix) are:
(a)
Slides showing our internal assessment of Taiwan market shares, liquid bulk capacity, and revenues of Air Products affiliate, Air Products San Fu, and its competitors in FY2008. (Fiscal year 2008 was used because 2009 was atypical due to severe recession in electronics);
(b)
Slides showing air separation unit facilities and internal assessments of capacity and generated gas positions in Korea; and
(c)
Slide showing capacity and location of plants in Thailand for Air Products affiliate Bangkok Industrial Gases and competitors and internal assessment of merchant gases capacities in Thailand.
(x)
Page 5 of the transcript: “[W]e also have a greater number of [hydrogen] pipeline systems.”
Attached as Exhibit 2(x) are maps of Air Products pipelines in the energy and processing industry corridors located in the U.S. Gulf Coast; Southern California; Rotterdam, the Netherlands; and Sarnia and Edmonton, Canada, and those of the only two major competitors who have significant hydrogen pipeline assets.
3.
Please provide support for statements made regarding Air Products’ growth opportunities through equity affiliates in other countries. In future filings, please clarify how Air Products has already, or is currently, achieving such growth opportunities by disclosing greater details regarding the nature of the equity affiliations. Further, please supplementally provide support for the statement that you have “very large positions in some countries which give us great opportunities...”
Attached as Exhibit 3 are slides showing the location of Air Products’ five largest joint ventures and fiscal year 2009 revenue attributable to these joint ventures; information on the economies of the countries where these joint ventures are located, including growth projections; and information on plant locations and fiscal year 2008 financial metrics for the individual joint ventures (fiscal year 2009 was atypical due to severe global recession). Also attached is a slide reflecting Air Products’ history of developing successful joint ventures that are now controlled by Air Products and consolidated in our financial statements.
May 17, 2010 Slide Presentation
4.
We refer to Rule 14a-6. Please be advised that all written soliciting materials to be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. The slide presentation dated May 17, 2010 was filed on May 19, 2010, two days after its use. Please supplementally explain to us the reason for the delay and confirm your understanding as to the filing requirements related to written soliciting materials.
Response to Question 4
Air Products supplementally advises the Staff that the slide presentation dated May 17, 2010 (the “May 17 Presentation”) was not filed on such date due to an internal administrative error. However, the slide presentation wa
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CORRESP
1
filename1.htm
corresp.htm
[Air Products Letterhead]
3 June 2010
Mellissa Campbell Duru
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Re: Airgas, Inc.
Schedule TO-T/A filed by Air Products
Distribution, Inc. and Air Products and Chemicals, Inc.
Filed May 18 and 19, 2010
File No. 5-38422
Soliciting Materials on Schedule 14A filed by Air Products
Distribution, Inc. and Air Products and Chemicals, Inc.
Filed May 18 and 19, 2010
File No. 001-09344
CONFIDENTIAL TREATMENT REQUESTED BY AIR PRODUCTS AND CHEMICALS, INC. AND AIR PRODUCTS DISTRIBUTION, INC. PURSUANT TO 17 C.F.R. §200.83
THIS LETTER OMITS THE CONFIDENTIAL INFORMATION INCLUDED IN THE UNREDACTED VERSION OF THIS LETTER DELIVERED TO THE OFFICE OF MERGERS AND ACQUISITIONS OF THE SECURITIES AND EXCHANGE COMMISSION AND ASTERISKS DENOTE SUCH OMISSIONS
Dear Ms. Campbell Duru:
In response to the comments and questions of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”) contained in your letter of May 25, 2010 (the “Comment Letter”) regarding the above-referenced filings (the “Schedule TO” and “Soliciting Materials”, respectively), Air Products and Chemicals, Inc. and Air Products Distribution, Inc. (collectively, “Air Products”) provide the information below. Our responses have been numbered to correspond to your comments, and the original comments have been included in italics for reference.
Air Products will file today an amendment to the Schedule TO in the form attached hereto as Exhibit A (“Amendment No. 11”). This amendment includes revised disclosure to address certain of the comments in the Comment Letter.
Schedule TO-T/A
General
1.
We note the incorporation by reference of soliciting materials filed on Schedule 14A. Please clarify disclosure in filings incorporated by reference that refer to the Private Securities Litigation Reform Act to disclose that the safe harbor protections of the PSLRA do not apply to forward looking statements made in connection with the tender offer.
Response to Question 1
We respectfully note the Staff’s comment. Such disclosure will be clarified in future filings.
In addition, the following disclosure has been added in Amendment No. 11 in response to the Staff’s comment:
“Certain materials filed as exhibits to this Schedule TO or in other filings incorporated by reference herein referred to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.”
Soliciting Materials filed on Schedule 14A
Paul Huck Transcript (May 18, 2010)
2.
Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists. In addition, support for opinions or beliefs should be self-evident, disclosed in your materials or provided to the Staff on a supplemental basis with a view toward disclosure. We cite the following examples of statements or assertions in your materials which require supplemental support:
●
“[w]ithout question, Air Products has been the star amongst its chemical peers and industrial gas peers as well evidenced by its strong, consistent performance...”;
●
[w]e expect Air Products to continue to outperform many of its chemical industrial peers...”;
2
●
[w]e not only have the best market position, but the best technology and the best...relations with people in that industry...,”;
●
[w]e are a leader in electronics...we have the number one positions in Korea and Taiwan…,”;
●
“[w]e have the largest bulk share in China among the major industrial gas players…,”; and,
●
all statements asserting leadership positions in various markets throughout the world.
Please note that this comment applies to analogous statements made in soliciting materials in slide presentations dated May 17, 2010. Where the basis of support is other documents such as reports and articles, if any, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely. Please mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.
Response to Question 2
The first two bullet points above relate to comments made by Sergey Vasnetsov, Managing Director, Chemicals Equity Research, Barclays Capital, when he was introducing the presentation by Paul Huck, Senior Vice President and Chief Financial Officer of Air Products, at the May 18, 2010 Barclays ROC Stars Conference (the “May 18 Presentation”). The transcript was prepared by a third party who included the introduction. We have filed an amendment to the Soliciting Materials to delete this introduction from the filing because these comments were not made by an Air Products officer or employee and are not included in the archived webcast posted on Air Products’ website.
In future soliciting materials, we will characterize statements of opinion and belief as such. We are providing supplemental information supporting the statements in the transcript on leadership positions, although we respectfully note that because Air Products’ tender offer for Airgas, Inc. is an all cash offer, the statements regarding Air Products’ market positions were not related to the Offer or directed at soliciting tenders or proxies.
3
As background for the supplemental information we are providing for Mr. Huck’s statements, it may be helpful for the Staff to have background information regarding the different types of markets that are referenced in his remarks on leadership positions. Air Products(1) produces and supplies atmospheric gases, such as oxygen, nitrogen, and argon; process and specialty gases, such as hydrogen and helium; performance materials; equipment and services globally. The largest end markets for its products include energy, electronics, metals, chemicals, and healthcare. Air Products manages its operations and reports earnings under four segments that correspond to different markets:
(1)
Merchant Gases includes the following types of products:
Liquid bulk—Product is delivered in bulk (in liquid or gaseous form) by tanker or tube trailer and stored, usually in its liquid state, in equipment designed and installed by Air Products at the customer’s site for vaporizing into a gaseous state as needed. Liquid bulk sales are typically governed by three- to five-year contracts.
Packaged gases—Small quantities of product are delivered in either cylinders or dewars.
Generated gases—Customers receive product through small on-sites (cryogenic or noncryogenic generators) either by a sale of gas contract or the sale of the equipment to the customer.
(2)
Tonnage Gases are produced at large facilities located adjacent to customers’ facilities or transported by pipeline systems from centrally-located production facilities. These facilities require a large capital investment and are generally governed by contracts with 15- to 20-year terms.
(3)
The Electronics and Performance Materials segment provides the electronics industry with specialty gases (such as nitrogen trifluoride and silane), tonnage gases (primarily nitrogen), specialty chemicals, services, and equipment. These products are delivered through various supply chain methods, including bulk delivery systems or distribution by pipelines.
(4)
The Equipment and Energy segment designs and manufactures cryogenic and gas processing equipment for air separation, natural gas liquefaction (LNG), hydrocarbon recovery and purification, and helium distribution (cryogenic transportation containers), and serves energy markets in a variety of ways.
(1) References to “Air Products” include all subsidiaries and equity affiliates of Air Products and Chemicals, Inc. when discussing Air Products’ business and operations.
4
There are four major global industrial gas competitors, L’Air Liquide S.A., Linde AG, Air Products and Praxair, Inc. These four companies compete globally, sell similar products and use similar technologies, bid against each other on projects, supply the same customers, are covered by the same securities analysts and industry publications, and review each others’ project announcements and public financial filings. Air Products has devoted significant resources to developing databases for internal use capturing and analyzing public information regarding the customers, market shares, and capacity of the other major industrial gas companies. While some of the supplemental information provided below is based on third party research or published materials, much of the information is based on these internally developed sources.
Air Products supplementally advises the Staff of the following information(2) to support the statements made by Mr. Huck in the May 18 Presentation regarding leadership positions in certain markets:
(i)
Page 2 of the transcript: “We are the leader in hydrogen and for refining.”
Air Products is widely recognized as the leading producer of hydrogen globally. Most of our hydrogen is used by oil refiners to facilitate the conversion of heavy crude feedstock and lower the sulfur content of gasoline and diesel fuels to reduce smog and ozone depletion. Attached as Exhibit 2(i) are slides depicting: tonnage hydrogen market shares of the four major industrial gas companies based on current on-stream capacity; detail on capacity of the four major industrial gas companies; background on Air Products’ position as a leading supplier of the refining industry; hydrogen pipeline positions; and information on refining customer relationships.
(2) Measurements referenced in these materials include “scfd” or “mmscfd” (standard cubic feet per day or millions of standard cubic feet per day); “TPD” and “TPA” (tons per day and tons per annum); “operating years” (sum of years all plants have been in operation), and “Nm3/H” (normal cubic meters per hour). Also, please note “SOG” is an acronym for “sale of gas”; “SOE” is an acronym for “sale of equipment”; and “LOX”, “LIN” and “LAR” are acronyms for liquid oxygen, nitrogen and argon.
5
(ii)
Page 2 of the transcript: “We are also a leader in...oxygen for gasification.”
Attached as Exhibit 2(ii) are slides providing detail on global supply of oxygen for gasification and high pressure oxygen.
(iii)
Page 2 of the transcript: “We have 80% of the world’s capacity on LNG.”
Attached as Exhibit 2(iii) is a slide depicting capacity of existing natural gas liquefication plants, and a corroborating excerpt from LNG Journal (March 2010) indicating existing world LNG capacity.
(iv)
Page 2 of the transcript: “We have a solid background in energy, where we believe of the four large industrial gas companies of the world...we not only have the best market position, but the best technology and...the best relations with the people in that industry.”
This comment refers to Air Products’ relationships with the oil producing and refining industry. See Exhibit 2(i) for detailed information.
(v)
Page 3 of the transcript: “We are a leader in Electronics.”
Attached as Exhibit 2(v) is a slide depicting Air Products’ market share in three business units of its Electronics division and a report titled “Gases for Semiconductor Device Processing” (2010) prepared by Techcet Group, a market research firm specializing in electronics materials market research and strategy. The third bullet under Section 1.1 of the Techcet report states “The electronic gas market leader continues to be Air Products with 26% market share”. Additional corroborating information on Air Products’ position appears on pages 11, 12, 47, and 50.
(vi)
Page 3 of the transcript, pertaining to electronics: “We have the number one position in Korea and Taiwan.”
Attached as Exhibit 2(vi) are slides illustrating internal assessment of electronics market shares in Korea and Taiwan.
6
(vii)
Page 3 of the transcript: “...[I]f you look at the position in merchant gases, what you see is we have the largest bulk share in China among the major industrial gas players.”
Attached as Exhibit 2(vii) are slides depicting internal assessments of shares of liquid bulk capacity in China, and detail on Air Products’ capacity.
(viii)
Page 3 of the transcript: “that leading [merchant gases] position also extends for us into India... .”
Attached as Exhibit 2(viii) is an internal assessment that shows 2009 merchant gases sales in India for INOX AP, an Air Products affiliate, and its competitors.
(ix)
Page 3 of the transcript: “... [a]nd we have leading [merchant gases] positions in Korea, Taiwan, and Thailand.”
Attached as Exhibit 2(ix) are:
(a)
Slides showing our internal assessment of Taiwan market shares, liquid bulk capacity, and revenues of Air Products affiliate, Air Products San Fu, and its competitors in FY2008. (Fiscal year 2008 was used because 2009 was atypical due to severe recession in electronics);
(b)
Slides showing air separation unit facilities and internal assessments of capacity and generated gas positions in Korea; and
(c)
Slide showing capacity and location of plants in Thailand for Air Products affiliate Bangkok Industrial Gases and competitors and internal assessment of merchant gases capacities in Thailand.
(x)
Page 5 of the transcript: “[W]e also have a greater number of [hydrogen] pipeline systems.”
Attached as Exhibit 2(x) are maps of Air Products pipelines in the energy and processing industry corridors located in the U.S. Gulf Coast; Southern California; Rotterdam, the Netherlands; and Sarnia and Edmonton, Canada, and those of the only two major competitors who have significant hydrogen pipeline assets.
7
3.
Please provide support for statements made regarding Air Products’ growth opportunities through equity affiliates in other countries. In future filings, please clarify how Air Products has already, or is currently, achieving such growth opportunities by disclosing greater details regarding the nature of the equity affiliations. Further, please supplementally provide support for the statement that you have “very large positions in some countries which give us great opportunities...”
Attached as Exhibit 3 are slides showing the location of Air Products’ five largest joint ventures and fiscal year 2009 revenue attributable to these joint ventures; information on the economies of the countries where these joint ventures are located, including growth projections; and information on plant locations and fiscal year 2008 financial metrics for the individual joint ventures (fiscal year 2009 was atypical due to severe global recession). Also attached is a slide reflecting Air Products’ history of developing successful joint ventures that are now controlled by Air Products and consolidated in our financial statements.
May 17, 2010 Slide Presentation
4.
We refer to Rule 14a-6. Please be advised that all written soliciting materials to be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. The slide presentation dated May 17, 2010 was filed on May 19, 2010, two days after its use. Please supplementally explain to us the reason for the delay and confirm your understanding as to the filing requirements related to written soliciting materials.
Response to Question 4
Air Products supplementally advises the Staff that the slide presentation dated May 17, 2010 (the “May 17 Presentation”) was not filed on such date due to an internal administrative error. However, the slide presentation wa