UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events
On March 4, 2025, 3M Company (the “Company”) entered into an Underwriting Agreement with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”), relating to the sale of $550,000,000 aggregate principal amount of the Company’s 4.800% Notes due 2030 and $550,000,000 aggregate principal amount of the Company’s 5.150% Notes due 2035 (collectively, the “Notes”). The closing of the offering of Notes occurred on March 13, 2025.
The Notes are being offered pursuant to the Company’s Registration Statement on Form S-3 (file no. 333-269639), filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2023, including the prospectus contained therein, a related preliminary prospectus supplement dated March 4, 2025 and a final prospectus supplement dated March 4, 2025 (collectively, the “Registration Statement”). The Notes are being issued pursuant to an indenture dated as of November 17, 2000 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of July 29, 2011 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including the repayment, redemption or refinancing of a portion of its outstanding 2.65% notes due April 15, 2025 and 3.00% notes due August 7, 2025 and other near-term indebtedness.
Material terms and conditions of the Notes are as set forth in the forms of notes filed herewith as Exhibits 4.1, 4.2, 4.3 and 4.4, in the Base Indenture filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K which was filed by the Company on February 5, 2025, and the First Supplemental Indenture filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K which was filed by the Company on February 5, 2025. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference into this Item 8.01.
A copy of the opinion of Freshfields US LLP, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement relating to the issuance and sale of the Company’s 4.800% Notes due 2030 and 5.150% Notes due 2035 | |
| 4.1 | Form of Global Note for the Company’s 4.800% Notes due 2030 (Note 1) | |
| 4.2 | Form of Global Note for the Company’s 4.800% Notes due 2030 (Note 2) | |
| 4.3 | Form of Global Note for the Company’s 5.150% Notes due 2035 (Note 1) | |
| 4.4 | Form of Global Note for the Company’s 5.150% Notes due 2035 (Note 2) | |
| 5.1 | Opinion of Freshfields US LLP | |
| 23.1 | Consent of Freshfields US LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| 3M COMPANY | ||
| By: | /s/ Kevin H. Rhodes | |
| Kevin H. Rhodes | ||
| Executive Vice President, Chief Legal Affairs Officer, and Secretary | ||
Dated: March 13, 2025