3M Company (“3M”) (NYSE: MMM) today announced its public
offering of notes and the commencement of tender offers to purchase
for cash up to $400,000,000 aggregate principal amount of its 6⅜%
Debentures due 2028 and 5.70% Notes due 2037.
Debt Offering
3M has announced its public offering of three series of notes.
The term, aggregate principal amount, interest rate and other terms
of each series of the notes will be determined at pricing and are
dependent upon market conditions and other factors.
The company intends to use a portion of the net proceeds from
the offering of the notes to fund the consideration payable in the
tender offers. The company will use any excess net proceeds from
the offering to fund its previously announced acquisition of Scott
Safety and general corporate purposes. The consummation of the
notes offering is not conditioned on the completion of the tender
offers.
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital
Inc. and Morgan Stanley & Co. LLC are serving as the joint
book-running managers for the offering for the notes.
The offering of the notes will be made pursuant to an effective
shelf registration statement, prospectus and related prospectus
supplement. Copies of the prospectus supplement and the base
prospectus, when available, may be obtained by contacting J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, New York,
10179, attention: Investment Grade Syndicate Desk, 3rd Floor, or by
telephone: 1-212-834-4533; Merrill Lynch, Pierce, Fenner &
Smith Incorporated, NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, NC 28255-0001, attention: Prospectus Department,
or by email: dg.prospectus_requests@baml.com; or Wells Fargo
Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN
55402, attention: WFS Customer Service, or by telephone:
1-800-645-3751, or by email: wfscustomerservice@wellsfargo.com.
Investors may also obtain these documents for free by visiting
EDGAR on the Securities and Exchange Commission’s website at
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such statement or
other jurisdiction.
Tender Offers
3M has announced the commencement of tender offers to purchase
for cash up to $400,000,000 aggregate principal amount of its 6⅜%
Debentures due 2028 and 5.70% Notes due 2037 (each, an “Offer,” and
collectively, the “Offers”). The terms and conditions of the Offers
are set forth in 3M’s Offer to Purchase, dated September 21, 2017
(the “Offer to Purchase”).
The Offer to Purchase relates to two separate Offers, one for
each series of notes in the table below (each series, a “Series of
Notes,” and such notes, collectively, the “Notes”).
The principal amount of each Series of Notes currently
outstanding is set forth in the column entitled “Principal Amount
Outstanding” in the table below. Neither Offer is conditioned on
any minimum amount of Notes being tendered or the consummation of
the other Offer.
Each Offer will expire at 12:00 midnight, New York City time, at
the end of October 19, 2017, unless extended (such time and date,
as the same may be extended with respect to one or more Series of
Notes, the “Expiration Date”) or earlier terminated. Holders (as
defined in the Offer to Purchase) of Notes must validly tender and
not validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on October 4, 2017 (such time and date, as the same may
be extended with respect to one or more Series of Notes, the “Early
Tender Deadline”) in order to be eligible to receive the applicable
Total Consideration (as defined below). Holders who validly tender
their Notes after the Early Tender Deadline and at or prior to the
Expiration Date will be eligible to receive only the applicable
Tender Consideration (as defined below). Tendered Notes may be
withdrawn at or prior to 5:00 p.m., New York City time, on October
4, 2017, by following the procedures described in the Offer to
Purchase, but may not thereafter be validly withdrawn, except as
provided for in the Offer to Purchase or required by applicable
law.
Notes
CUSIP
Numbers
Principal Amount
Outstanding
Acceptance
Priority Level
Early Tender
Premium(1)
Reference
Security
Bloomberg
Reference Page
Fixed Spread
(bps)
5.70% Notes due 2037 88579EAC9, US88579EAC93
$750,000,000 1 $50
3.000% due 5/15/2047 PX1 +50 6⅜%
Debentures due 2028 604059AE5, US604059AE52
$330,000,000 2 $50
2.250% due 8/15/2027 PX1 +60
(1) Per $1,000 principal amount of Notes validly tendered and
not validly withdrawn and accepted for purchase in the applicable
Offer at or prior to the Early Tender Deadline; included in the
applicable Total Consideration for such Series of Notes.
The amount of Notes that are purchased on the applicable
Settlement Date will be determined in accordance with the
Acceptance Priority Levels set forth in the table above (each, an
“Acceptance Priority Level,” and, collectively, the “Acceptance
Priority Levels”), with 1 being the highest Acceptance Priority
Level and 2 being the lowest Acceptance Priority Level. However,
our obligation to accept for purchase, based on the Acceptance
Priority Levels, and to pay for, Notes that are validly tendered
and not validly withdrawn is limited to as many of the Notes as 3M
can purchase up to the Aggregate Maximum Tender Cap. As used
herein, “Aggregate Maximum Tender Cap” means an aggregate of
$400,000,000 principal amount of the Notes subject to the Offers,
as such amount may be increased, decreased or eliminated by the
Company pursuant to the terms of the Offer to Purchase.
All Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level will, subject to the Aggregate Maximum Tender Cap, be
accepted before any Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline having a lower
Acceptance Priority Level are accepted pursuant to the Offers, and
all Notes validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date having
a higher Acceptance Priority Level will, subject to the Aggregate
Maximum Tender Cap, be accepted before any Notes validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date having a lower Acceptance Priority
Level are accepted pursuant to the Offers. However, Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline will, subject to the Aggregate Maximum Tender Cap, be
accepted for purchase in priority to other Notes validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date, even if such Notes validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date have a higher Acceptance Priority
Level than the Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Deadline. If the aggregate principal
amount of Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline equals or exceeds the Aggregate
Maximum Tender Cap, Holders who validly tender and do not validly
withdraw Notes after the Early Tender Deadline and at or prior to
the Expiration Date will not have any such Notes accepted for
payment regardless of the Acceptance Priority Level of such Notes.
As such, there can be no assurance that any or all tendered Notes
of a given Acceptance Priority level will be accepted for
purchase.
If purchasing all the validly tendered and not validly withdrawn
Notes of a given Acceptance Priority Level on the applicable
Settlement Date would cause the Aggregate Maximum Tender Cap to be
exceeded on such Settlement Date, 3M will accept such Notes on a
pro rata basis, to the extent any Notes of such Acceptance Priority
Level are accepted for purchase, so as to not exceed the Aggregate
Maximum Tender Cap (with adjustments to avoid the purchase of Notes
in a principal amount other than in integral multiples of
$1,000).
3M reserves the right, but are under no obligation, to increase,
decrease or eliminate the Aggregate Maximum Tender Cap at any time
without extending the applicable Withdrawal Deadline, subject to
applicable law. To the extent 3M increases the Aggregate Maximum
Tender Cap, 3M expects to fund the purchase price of any
incremental Notes purchased using, in addition to net proceeds of
the Debt Financing, cash on hand or available liquidity, if
necessary. As such, there can be no assurance that any or all
tendered Notes of a given Acceptance Priority level will be
accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
Subject to the terms and conditions of the Offers, Holders who
validly tender and do not validly withdraw their Notes at or prior
to the Early Tender Deadline will be eligible to receive
consideration, per $1,000 principal amount, equal to the applicable
Total Consideration for such Series of Notes. The applicable
consideration for each series of Notes (such consideration, the
“Total Consideration”) will be determined in the manner described
in the Offer to Purchase by reference to the applicable fixed
spread for such Series of Notes set forth in the column entitled
“Fixed Spread” in the table above, over the applicable yield based
on the bid side price of the U.S. Treasury Security set forth for
such Series of Notes in the column entitled “Reference Security” in
the table above, as calculated by the Dealer Manager (as defined
below) at 11:00 a.m., New York City Time, on October 5, 2017. The
Total Consideration includes the applicable early tender premium
(the “Early Tender Premium”) for such Series of Notes set forth in
the column entitled “Early Tender Premium” in the table above.
Holders must validly tender and not validly withdraw their Notes at
or prior to the Early Tender Deadline in order to be eligible to
receive the applicable Total Consideration for such Notes purchased
pursuant to the Offers. Subject to the terms and conditions of the
Offers, Holders who validly tender and do not validly withdraw
their Notes after the Early Tender Deadline and at or prior to the
Expiration Date will only be eligible to receive consideration, per
$1,000 principal amount, equal to the applicable Total
Consideration less the applicable Early Tender Premium (such
consideration, the “Tender Consideration”) for such Series of
Notes. In each case, such Holders will also be entitled to receive
accrued and unpaid interest, if any, from the last interest payment
date for the applicable Series of Notes up to, but not including,
the Early Settlement Date or the Final Settlement Date (each as
defined below), as applicable, if and when the applicable Notes are
accepted for purchase.
3M reserves the right, but is under no obligation, at any point
following the Early Tender Deadline and before the Expiration Date,
to accept Notes that have been validly tendered and not validly
withdrawn for purchase on a date determined at 3M’s option (such
date, if any, the “Early Settlement Date”). 3M currently expects
the Early Settlement Date, if any, to occur on October 6, 2017. If
3M chooses to exercise its option to have an Early Settlement Date,
3M will purchase any remaining Notes that have been validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date, subject to all conditions
to the Offers having been satisfied or waived by 3M, on the Final
Settlement Date. If 3M chooses not to exercise its option to have
an Early Settlement Date, 3M will purchase all Notes that have been
validly tendered and not validly withdrawn at or prior to the
Expiration Date, subject to all conditions to the Offers having
been satisfied or waived by 3M, on the Final Settlement Date. The
Final Settlement Date is expected to occur promptly following the
Expiration Date on October 20, 2017 (the “Final Settlement Date”),
unless extended by 3M. No tenders of Notes submitted after the
Expiration Date will be valid.
3M’s obligation to accept for purchase, and to pay for, Notes
that are validly tendered and not validly withdrawn pursuant to
each Offer is conditioned on the satisfaction or waiver by 3M of a
number of conditions, including the receipt by 3M prior to the
Expiration Date (or Early Settlement Date, if 3M elects to have an
early settlement), on terms satisfactory to it in its sole
discretion, of sufficient proceeds from a debt financing to
purchase the tendered Notes, including payment of the Total
Consideration or Tender Consideration, as applicable, the
applicable Accrued Interest (as defined in the Offer to Purchase)
and any fees payable in connection with the Offers. 3M may amend,
extend or, subject to certain conditions and applicable law,
terminate each Offer at any time in its sole discretion.
J.P. Morgan Securities LLC will act as Dealer Manager (the
“Dealer Manager”) and D.F. King & Co., Inc. will act as the
Tender Agent and Information Agent for the Offers. Requests for
documents may be directed to D.F. King & Co., Inc. at (800)
330-5897 (toll free) or (212) 269-5550 (banks and brokers).
Questions regarding the Offers may be directed to J.P. Morgan
Securities LLC at (866) 834-4666 (toll free) or (212) 834-3260
(collect). Copies of the Offer to Purchase, along with any
amendments and supplements thereto, may be obtained for free at
www.dfking.com/mmm.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities. The Offers to
purchase the Notes are only being made pursuant to the terms of the
Offer to Purchase. The Offers are not being made in any state or
jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of 3M, the Dealer Manager or the Tender
Agent and Information Agent is making any recommendation as to
whether or not Holders should tender their Notes in connection with
the Offers.
Forward-Looking Statements
This news release contains forward-looking information about
3M’s financial results and estimates and business prospects that
involve substantial risks and uncertainties. You can identify these
statements by the use of words such as “anticipate,” “estimate,”
“expect,” “aim,” “project,” “intend,” “plan,” “believe,” “will,”
“should,” “could,” “target,” “forecast” and other words and terms
of similar meaning in connection with any discussion of future
operating or financial performance or business plans or prospects.
Among the factors that could cause actual results to differ
materially are the following: (1) worldwide economic, political,
and capital markets conditions and other factors beyond 3M’s
control, including natural and other disasters or climate change
affecting the operations of 3M or its customers and suppliers; (2)
the 3M’s credit ratings and its cost of capital; (3) competitive
conditions and customer preferences; (4) foreign currency exchange
rates and fluctuations in those rates; (5) the timing and market
acceptance of new product offerings; (6) the availability and cost
of purchased components, compounds, raw materials and energy
(including oil and natural gas and their derivatives) due to
shortages, increased demand or supply interruptions (including
those caused by natural and other disasters and other events); (7)
the impact of acquisitions, strategic alliances, divestitures, and
other unusual events resulting from portfolio management actions
and other evolving business strategies, and possible organizational
restructuring; (8) generating fewer productivity improvements than
estimated; (9) unanticipated problems or delays with the phased
implementation of a global enterprise resource planning (ERP)
system, or security breaches and other disruptions to the 3M’s
information technology infrastructure; (10) financial market risks
that may affect 3M’s funding obligations under defined benefit
pension and postretirement plans; and (11) legal proceedings,
including significant developments that could occur in the legal
and regulatory proceedings described in the 3M’s Annual Report on
Form 10-K for the year ended Dec. 31, 2016, and any subsequent
quarterly reports on Form 10-Q (the “Reports”). Changes in such
assumptions or factors could produce significantly different
results. A further description of these factors is located in the
Reports under “Cautionary Note Concerning Factors That May Affect
Future Results” and “Risk Factors” in Part I, Items 1 and 1A
(Annual Report) and in Part I, Item 2 and Part II, Item 1A
(Quarterly Reports). The information contained in this news release
is as of the date indicated. 3M assumes no obligation to update any
forward-looking statements contained in this news release as a
result of new information or future events or developments.
About 3MAt 3M, we apply science in collaborative ways to
improve lives daily. With $30 billion in sales, our 90,000
employees connect with customers all around the world. Learn more
about 3M’s creative solutions to the world’s problems at www.3M.com
or on Twitter @3M or @3MNews.
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version on businesswire.com: http://www.businesswire.com/news/home/20170921005640/en/
3MMedia Contact:Lori Anderson, 651-733-0831Investor
Contact:Bruce Jermeland, 651-733-1807
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