Solventum Announces Pricing of its Upsized $2 Billion Note Tender Offers

Core Points - Solventum announced the pricing terms for its Tender Offers to purchase up to $2.0 billion in cash for specified series of outstanding notes [1] - The Tender Offers are subject to conditions outlined in the Offer to Purchase dated August 22, 2025, which was modified to increase the Aggregate Cap and other limits [1] Summary by Sections Tender Offer Details - The Total Consideration for each series of Notes was calculated as of 10:00 a.m. Eastern Time on September 8, 2025 [2] - The "Pool 1 Maximum Amount" is set at $1.5 billion, while the "Pool 2 Maximum Amount" is $500 million, indicating the maximum purchase prices for the respective series of Notes [4] - The Tender Offer for the 5.450% Senior Notes due 2027 has a sublimit of $650 million [4] Financial Terms - An early tender payment of $30 per $1,000 principal amount of Notes is available for those tendered before the Early Tender Date [5] - The Total Consideration includes the early tender payment and does not account for accrued interest, which will be paid separately [6][9] - Notes that are tendered but not accepted will be credited back to the holders without any cost [8] Acceptance and Settlement - The aggregate principal amount of each series purchased will be determined based on the order of priority specified in the table [4] - The expected settlement date for the accepted Notes is September 10, 2025 [9][10] Management and Contact Information - 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 [11]