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3M Company Announces Pricing of Its Cash Tender Offers3M (News - Alert) Company ("3M") (NYSE: MMM) today announced the pricing of its previously announced tender offers to purchase for cash up to $400,000,000 aggregate principal amount of its 5.70 percent notes due 2037 and 6 ? percent debentures due 2028 (each, an "offer," and collectively, the "offers"). The terms and conditions of the offers are set forth in 3M's offer to purchase dated Sept. 21, 2017 (the "offer to purchase"). Capitalized terms used but not defined herein have the meanings ascribed to them in the offer to purchase. Holders (as defined below) of each series of notes who validly tendered and did not validly withdraw in the offers (each series, a "series of notes," and such notes, collectively, the "notes") at or prior to 5 p.m., New York City time, on Oct. 4, 2017 (the "early tender deadline"), as reported by the tender agent and information agent, and whose notes were accepted for purchase by 3M, are eligible to receive the total consideration set forth in the column "total consideration" in the table below. Holders of notes who validly tender and do not validly withdraw in the offers after the early tender deadline and at or prior to the expiration date (as defined below), as reported by the tender agent and information agent, and whose notes are accepted for purchase by 3M, will be eligible to receive the tender consideration set forth in the column "tender consideration" in the table below.
Subject to the terms and conditions of the offers, holders or beneficial owners ("holders") of notes who validly tendered and did not validly withdraw their notes at or prior to the early tender deadline, and whose notes are accepted for purchase by 3M, are eligible to receive consideration, per $1,000 principal amount, equal to the applicable total consideration for such series of notes. The total consideration has been 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 a.m., New York City Time, on Oct. 5, 2017. The total consideration includes an early tender premium equal to $50 per $1,000 principal amount of such series of notes accepted for purchase (the "early tender premium"). 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, and whose notes are accepted for purchase by 3M, are eligible to receive consideration, per $1,000 principal amount, equal to the tender consideration for such series of notes. The tender consideration is equal to the applicable total consideration less the applicable early tender premium for such series of notes. The withdrawal deadline of 5 p.m., New York City Time, on Oct. 4, 2017, has passed and the notes tendered pursuant to the offers may no longer validly be withdrawn, subject to applicable law. The offers will expire at midnight, New York City time, at the end of Oct. 19, 2017, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more series of notes, the "expiration date"). 3M's obligation to accept for purchase, and to pay for, notes that are validly tendered and not validly withdrawn pursuant to the offers is conditioned on the satisfaction or waiver by 3M of a number of conditions. 3M may amend, extend or, subject to certain conditions and applicable law, terminate any or all of the offers at any time in its sole discretion. J.P. Morgan Securities LLC is acting as dealer manager (the "dealer manager") and D.F. King & Co., Inc. is acting 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
About 3M View source version on businesswire.com: http://www.businesswire.com/news/home/20171005006203/en/ |