The information on this page is qualified in its entirety by the registration statement on Form 10 for Solventum Corporation that will be available on the Securities and Exchange Commission’s website, as well as other information about the transaction contained in filings made by 3M Company with the Securities and Exchange Commission. Forward-looking statements on this page are also subject to risks and uncertainties, including those summarized here.
There have been no Solventum presentations or events at this time. Please check back later for further updates.
Why is 3M spinning off the Health Care business (SpinCo)? Why Now?
Our Board and management team actively evaluate strategic options to drive long-term sustainable growth. Given the continued evolution of our Health Care business – through organic investments, strategic M&A, and key divestitures – and growing market segment leadership, we believe the next step in its journey is to operate as a well-capitalized standalone company, independent from 3M. As leading standalone companies, 3M and SpinCo are each expected to benefit from:
- the ability to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth;
- enhanced management focus, with each public company having distinct boards and management teams with relevant expertise able to focus on strengthening its business;
- improved operational agility and focus, enabling each of 3M and SpinCo to pursue its distinct operating priorities and strategies with increased flexibility to act based on its unique characteristics, better positioning each for long-term success;
- greater access to capital through the creation of distinct and compelling investment profiles appealing to different long-term investor bases; and
- enhanced recruitment and retention, including by aligning employee, management, and board incentives with performance.
What is the timing of the spin?
3M expects to close the transaction in the first half of 2024, subject to required conditions, as well as additional factors such as conditions in the equity and debt markets, other external conditions, and developments involving 3M or any of its businesses, which could delay the completion of the transaction relative to the anticipated timeline. The timing of closing of the transaction is subject to other risks and uncertainties that are summarized in 3M’s SEC filings and that will be explained in greater detail in filings made by SpinCo with the SEC.
Has the new company name been announced for SpinCo?
In November 2023, we announced Solventum will be the name of the independent health care company following the spin. The new name and branding will go into effect when the spin-off occurs. Until the spin, SpinCo continues to be a part of 3M and governed by the policies and procedures of 3M.
Has leadership of SpinCo been named?
In August 2023, we announced Bryan Hanson to be the Chief Executive Officer for SpinCo. We also announced Carrie Cox to serve as Chair of the Board of Directors of SpinCo. Wayde McMillan will be the Chief Financial Officer for SpinCo. We are also actively working to fill additional leadership positions, and information about these roles will be found in SpinCo’s Form 10 once it is publicly available.
How will SpinCo and 3M be capitalized?
SpinCo and 3M are expected to be well capitalized and well positioned to deploy capital to the markets each serves.
- SpinCo is currently expected to be spun-off with net debt of approximately 3.0x – 3.5x EBITDA and to be positioned for rapid deleveraging. Initial SpinCo leverage is expected to result in a cash payment to 3M prior to the closing of the spin-off.
- 3M's capitalization will be supported by a pre-closing cash payment from SpinCo to 3M along with a 19.9% retained stake in SpinCo, which will be monetized within five years following the spin-off.
Why is 3M retaining a 19.9% stake in SpinCo?
The retention and future monetization of SpinCo shares is expected to provide 3M with financial flexibility to strengthen its balance sheet, invest in its business, and capitalize on strategic opportunities.
What is going to happen to my 3M stock with the spin-off?
In connection with the spin-off, at closing, 3M is expected to distribute at least 80.1% of the shares of SpinCo common stock to 3M shareholders as of the record date (such date to be announced and included in the Form 10 filing SpinCo will make with the SEC) on a pro rata basis in a distribution intended to be generally tax-free to 3M shareholders for U.S. federal income tax purposes. 3M shareholders as of the record date for the distribution will not be required to take any action to receive SpinCo common stock in the distribution. We encourage 3M shareholders to read our SEC filings, and SpinCo’s SEC filings once they become available, for important information as we make progress on the spin-off plans and timing.
What are the tax implications of the spin-off for shareholders (U.S. and non-U.S.)?
The distribution of SpinCo common stock is intended to be generally tax-free to holders of 3M common stock for U.S. federal income tax purposes. U.S. and foreign stockholders should consult their own tax advisor as to the particular tax consequences of the distribution to them.
Can I purchase SpinCo stock?
More information about the transaction and the timing of SpinCo becoming an independent public company will be provided through the filings that SpinCo makes with the SEC closer to the spin-off date.
When will more information on SpinCo be available (Form 10, Investor roadshows, etc.)?
Information on SpinCo can currently be found in 3M’s SEC filings and other public disclosures, along with the most recent information regarding the status of the transaction. Prior to the spin-off, SpinCo will also file a registration statement on Form 10, which will include additional information about the business and the status of the transaction. We will update you as our plans progress. Please sign-up for email alerts to stay informed of any new announcements.