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Solventum Announces $1.75 Billion Note Tender Offers

Core Viewpoint - Solventum Corporation has initiated Tender Offers to purchase outstanding notes for an aggregate purchase price of up to $1.75 billion in cash, subject to specific terms and conditions outlined in the Offer to Purchase [1]. Summary by Relevant Sections Tender Offer Details - The Tender Offers are for a total of up to $1.75 billion, with specific maximum amounts allocated for different pools of notes: $1.25 billion for Pool 1 and $500 million for Pool 2 [3][9]. - The Tender Offer for the 5.450% Senior Notes due 2027 is subject to a subcap of $500 million [4]. - The Tender Offers will expire at 5:00 p.m. Eastern Time on September 22, 2025, with an early tender date of September 5, 2025 [5]. Acceptance Priority Levels - Notes will be accepted based on their Acceptance Priority Level, with higher priority notes being accepted before lower priority notes, and early tenders being prioritized over later tenders [10][11]. - The highest Acceptance Priority Level for both Pool 1 and Pool 2 Tender Offers is 1, while the lowest for Pool 1 is 4 and for Pool 2 is 2 [11]. Payment and Consideration - Total Consideration for each series of notes will be calculated based on a fixed spread and the yield of the applicable U.S. Treasury Reference Security, including an Early Tender Payment for those who tender before the early tender date [6][7]. - Payments for validly tendered notes will be made on either the Early Settlement Date or the Final Settlement Date, depending on when the notes are tendered [8]. Conditions and Management - The obligation to accept notes for purchase is contingent upon certain conditions, including the receipt of proceeds from a previously announced sale of a business segment [12]. - J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., and Goldman Sachs & Co. LLC are acting as lead dealer managers for the Tender Offers [13].