Correspondence 0001193125-25-006969 from Air Products & Chemicals, Inc. (APD) (CIK 0000002969) (APD)
Air Products & Chemicals, Inc. (APD) (CIK 0000002969)
Date: Jan. 15, 2025 · CIK: 0000002969 · Accession: 0001193125-25-006969
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 10, 2025
Letter
Division of Corporation Finance United States Securities and Exchange Commission Attn: Christina Chalk Re: Air Products and Chemicals, Inc. DEFA14A filed January 7, 2025 File No. 1-04534
Dear Ms. Chalk:
On behalf of Air Products and Chemicals, Inc. (the “Company”), and in response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s definitive additional soliciting materials filed January 7, 2025, contained in the letter from the Staff to Elizabeth Gonzalez-Sussman, dated January 10, 2025 (the “Staff Comment Letter”), set forth below is the Company’s response to the Staff Comment Letter.
The headings and paragraph numbers in this letter correspond to those contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.
DEFA14A filed January 7, 2025
Press Release dated January 7, 2025, page 1
1. We note the statement that you have “industry leading margins” based on Adjusted EBITDA margin. Please tell us how this disclosure complies with Item 10(e) of Regulation S-K and Question 102.10(a) of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures. Please also tell us how you considered Item 10(e) of Regulation S-K with regards to your disclosure of Adjusted EPS CAGR.
Response: The Company respectfully acknowledges the Staff’s comment and has considered the requirements of Item 10(e) of Regulation S-K as applied to the statements in the Company’s press release dated January 7, 2025. The Company notes that Item 10(e) did not apply to the disclosures contained in the press release when it was issued, as the press release was not filed with the SEC. The Company determined, however, that the disclosures in the press release could be viewed as soliciting material related to the Company’s annual meeting scheduled for January 23, 2025. As a result, the Company determined to file the press release pursuant to Exchange Act Rule 14a-6. If in the future, the Company determines to make additional soliciting material filings pursuant to Rule 14a-6 and those filings contain non-GAAP disclosures, the Company will confirm that those disclosures comply with Item 10(e) and the staff’s guidance related thereto.
***
We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com.
Very truly yours,
/s/ Elizabeth Gonzalez-Sussman
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CORRESP 1 filename1.htm CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 FIRM/AFFILIATE OFFICES TEL: (212) 735-3000 BOSTON FAX: (212) 735-2000 CHICAGO www.skadden.com HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON DIRECT DIAL 212-735-2366 DIRECT FAX 917-777-2366 EMAIL ADDRESS elizabeth.gonzalez-sussman@skadden.com ABU DHABI BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE January 15, 2025 TOKYO TORONTO SUBMISSION VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Christina Chalk Re: Air Products and Chemicals, Inc. DEFA14A filed January 7, 2025 File No. 1-04534 Dear Ms. Chalk: On behalf of Air Products and Chemicals, Inc. (the “Company”), and in response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s definitive additional soliciting materials filed January 7, 2025, contained in the letter from the Staff to Elizabeth Gonzalez-Sussman, dated January 10, 2025 (the “Staff Comment Letter”), set forth below is the Company’s response to the Staff Comment Letter. The headings and paragraph numbers in this letter correspond to those contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. DEFA14A filed January 7, 2025 Press Release dated January 7, 2025, page 1 1. We note the statement that you have “industry leading margins” based on Adjusted EBITDA margin. Please tell us how this disclosure complies with Item 10(e) of Regulation S-K and Question 102.10(a) of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures. Please also tell us how you considered Item 10(e) of Regulation S-K with regards to your disclosure of Adjusted EPS CAGR. Response: The Company respectfully acknowledges the Staff’s comment and has considered the requirements of Item 10(e) of Regulation S-K as applied to the statements in the Company’s press release dated January 7, 2025. The Company notes that Item 10(e) did not apply to the disclosures contained in the press release when it was issued, as the press release was not filed with the SEC. The Company determined, however, that the disclosures in the press release could be viewed as soliciting material related to the Company’s annual meeting scheduled for January 23, 2025. As a result, the Company determined to file the press release pursuant to Exchange Act Rule 14a-6. If in the future, the Company determines to make additional soliciting material filings pursuant to Rule 14a-6 and those filings contain non-GAAP disclosures, the Company will confirm that those disclosures comply with Item 10(e) and the staff’s guidance related thereto. *** We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com. Very truly yours, /s/ Elizabeth Gonzalez-Sussman Elizabeth Gonzalez-Sussman cc: Sean D. Major Executive Vice President, General Counsel and Secretary Air Products and Chemicals, Inc. Paul T. Schnell Skadden, Arps, Slate, Meagher & Flom LLP