Company Website:
http://www.3m.com
ST. PAUL, Minn. -- (Business Wire)
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.
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Notes |
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| CUSIP Numbers |
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| Principal Amount Outstanding |
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| Acceptance Priority Level |
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| Early Tender Premium(1) |
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| Reference Security |
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| Bloomberg Reference Page |
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| Fixed Spread (bps) |
5.70% Notes due 2037
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88579EAC9, US88579EAC93
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$750,000,000
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1
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$50
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3.000% due 5/15/2047
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PX1
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+50
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6⅜% Debentures due 2028
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604059AE5, US604059AE52
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$330,000,000
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2
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$50
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2.250% due 8/15/2027
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PX1
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+60
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(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 3M
At 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170921005640/en/
Contacts:
3M
Media Contact:
Lori Anderson, 651-733-0831
Investor
Contact:
Bruce Jermeland, 651-733-1807
Source: 3M
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