28/02/2024 - 3M Company: Material Event - Form 8-K

On February 27, 2024, Solventum Corporation ("Solventum"), a wholly owned subsidiary of 3M Company ("3M"), issued and sold $1,000,000,000 aggregate principal amount of 5.450% senior notes due 2027 (the "2027 notes"), $1,500,000,000 aggregate principal amount of 5.400% senior notes due 2029 (the "2029 notes"), $1,000,000,000 aggregate principal amount of 5.450% senior notes due 2031 (the "2031 notes"), $1,650,000,000 aggregate principal amount of 5.600% senior notes due 2034 (the "2034 notes"), $1,250,000,000 aggregate principal amount of 5.900% senior notes due 2054 (the "2054 notes") and $500,000,000 aggregate principal amount of 6.000% senior notes due 2064 (the "2064 notes" and, together with the 2027 notes, the 2029, the 2031 notes, the 2034 notes and the 2054 notes, the "Notes").

The Notes were issued pursuant to an indenture, dated as of February 27, 2024 (the "Base Indenture"), as supplemented by a first supplemental indenture, dated as of February 27, 2024 (the "First Supplemental Indenture" and together with the Base Indenture, the "indenture"), by and between Solventum and U.S. Bank Trust Company, National Association, as trustee (the "trustee").

The Notes were offered as part of the financing for the proposed distribution by 3M of at least 80.1% of Solventum's issued and outstanding shares of common stock to 3M's stockholders ("Spin-Off"). In connection with the consummation of the Spin-Off, Solventum intends to make one or more direct and/or indirect cash payments to 3M as partial consideration for 3M's transfer of its health care business to Solventum, such that Solventum holds $600 million of cash at the consummation of the Spin-off. Solventum anticipates that all of the net proceeds from the offering of the notes will accordingly be paid to 3M, other than any amounts retained in order to achieve the $600 million retained cash target.

The Notes are senior unsubordinated obligations of Solventum and are initially guaranteed by 3M, pursuant to a guarantee agreement, dated as of February 27, 2024 (the "Parent Guarantee"), between 3M and the trustee. The 3M guarantee will terminate upon the consummation of the Spin-Off or, if earlier, otherwise in accordance with the provisions of the indenture. Upon consummation of the Spin-Off, 3M will be automatically, irrevocably and unconditionally released from all of its obligations under the guarantee.

The Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements. Solventum and 3M have entered into a Registration Rights Agreement (the "Registration Rights Agreement"), dated February 27, 2024, with the representatives of the initial purchasers of the Notes pursuant to which Solventum has agreed to file an exchange registration statement with respect to an exchange offer for the Notes.

The foregoing description of the indenture, the Notes, the Registration Rights Agreement and the Parent Guarantee is not intended to be complete and is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture, the Registration Rights Agreement and the Parent Guarantee, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.