APD Air Products and Chemicals Inc

Item 1.01   Entry Into a Material Definitive Agreement

Agreements with Versum Materials, Inc.

Effective as of 12:01 a.m., Eastern Time, on October 1, 2016, Air Products and Chemicals, Inc. (the “ Company ”), completed the previously announced separation of its Electronics Materials business into a separate and independent public company by way of a distribution to the Company’s stockholders all of the issued and outstanding shares of common stock of the Versum Materials, Inc. (“ Versum ”) on the basis of one share of common stock of Versum for every two shares of the Company’s common stock issued and outstanding in a distribution intended to be tax-free to the Company’s stockholders (the “ Distribution ”). As a result of the Distribution, the Company is now an independent public company and its common stock is listed under the symbol “VSM” on the New York Stock Exchange. In connection with the Separation, the Company entered into certain agreements with Versum.

Separation Agreement

The Company and Versum entered into a Separation Agreement, dated September 29, 2016 that sets forth, among other things, the agreements between the Company and Versum regarding the principal transactions necessary to effect the Separation. It also sets forth other agreements that govern certain aspects of the Company’s ongoing relationship with Versum after the completion of the Separation. The description of the Separation Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Separation Agreement attached hereto as Exhibit 2.1.

Tax Matters Agreement

The Company and Versum entered into a Tax Matters Agreement, dated September 29, 2016 with effect from July 1, 2015, that governs the parties’ respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the contribution, the Distribution or certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for any tax period ending on or before the Distribution, as well as tax periods beginning after the Distribution.

In addition, the Tax Matters Agreement will impose certain restrictions on Versum and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that will be designed to preserve the tax-free status of the contribution, the distribution and certain related transactions. The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the contribution, the distribution, or certain related transactions fail to qualify as tax-free for U.S. federal income tax purposes. In general, Versum is liable for taxes incurred by the Company that may arise if Versum takes, or fails to take, as the case may be, certain actions that may result in the contribution, the distribution or certain related transactions failing to qualify as tax-free for U.S. federal income tax purposes.

The description of the Tax Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Tax Matters Agreement attached hereto as Exhibit 2.2.