SOLVENTUM CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 27, 2024 to INDENTURE Dated as of February 27, 2024 Relating to $1,000,000,000 of 5.450% Senior Notes due 2027...First Supplemental Indenture • February 27th, 2024 • 3m Co • Surgical & medical instruments & apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 2024 (this “First Supplemental Indenture”), between Solventum Corporation (the “Company”), a Delaware corporation, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2024 • 3m Co • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT dated February 27, 2024 (this “Agreement”) is entered into by and among Solventum Corporation, a Delaware corporation (the “Company”), 3M Company, a Delaware corporation (the “Guarantor”), and Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
PARENT GUARANTEE AGREEMENT by 3M COMPANY in favor ofParent Guarantee Agreement • February 27th, 2024 • 3m Co • Surgical & medical instruments & apparatus • New York
PARENT GUARANTEE AGREEMENT, dated as of February 27, 2024 (as amended from time to time, this “Guarantee”), made by 3M Company, a Delaware corporation and the parent of the Company (as defined below) (the “Guarantor”), in favor of (a) the Holders (as defined in the Indenture (as defined below) on the date hereof) of the 5.450% Senior Notes due 2027 (the “2027 Notes)”, 5.400% Senior Notes due 2029 (the “2029 Notes)”, the 5.450% Senior Notes due 2031 (the “2031 Notes”), the 5.600% Senior Notes due 2034 (the “2034 Notes”), the 5.900% Senior Notes due 2054 (the “2054 Notes”), the 6.000% Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes, the “Securities”) of Solventum Corporation, a Delaware corporation (the “Company”) and (b) U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) under the Indenture with respect to the Securities.
