3M Company
08/19/2026 | Press release | Distributed by Public on 08/19/2026 06:03
Material Agreement, Financial Obligation, Termination of Material Agreement (Form 8-K)
Item 1.01. Entry Into a Material Definitive Agreement
On August 17, 2026 (the "Effective Date"), 3M Company (the "Company") entered into a new credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent; certain subsidiaries of the Company from time to time party thereto, as subsidiary borrowers (together with the Company, the "Borrowers"); and certain financial institutions as lenders. Pursuant to the terms of the Credit Agreement, the lenders thereunder have agreed to provide the Borrowers with a $4.25 billion revolving credit facility on an unsecured basis (the "Facility") which is available for borrowing until the maturity date or the earlier termination of the Facility in accordance with the terms of the Credit Agreement. Any advances under the Facility will mature and be payable on the fifth anniversary of the Effective Date. The Credit Agreement replaced the $4.25 billion five-year revolving credit agreement dated as of May 11, 2023 (as amended by Amendment No. 1, dated as of July 7, 2023 and Amendment No. 2, dated as of September 18, 2023, the "Former Revolving Credit Agreement"), among the Company, the lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent. The Former Revolving Credit Agreement and the commitments thereunder were terminated on the Effective Date.
Advances under the Facility will accrue interest at a rate per annum equal to (i) with respect to advances denominated in U.S. Dollars, at the Company's option, either (x) the Base Rate (as defined in the Credit Agreement) plus the applicable margin, or (y) the Term SOFR (as defined in the Credit Agreement) plus the applicable margin and (ii) with respect to advances denominated in Euro, the EURIBO Rate (as defined in the Credit Agreement) plus the applicable margin. The applicable margin for (i) advances bearing interest by reference to the Term SOFR or the EURIBO Rate ranges from 0.625% to 1.125% per annum and (ii) advances bearing interest by reference to the Base Rate, ranges from 0.00% to 0.125% per annum, in each case, determined by reference to the credit rating assigned to the Company's senior, unsecured, non-credit enhanced long-term debt for borrowed money in accordance with the Credit Agreement.
Under the Facility, the Company will pay a commitment fee for any unused and available commitments. The commitment fee will accrue in arrears at a rate ranging from 0.05% to 0.11% per annum of the total commitments of the lenders thereunder, determined by reference to the credit rating assigned to the Company's senior, unsecured, non-credit enhanced long-term debt for borrowed money in accordance with the Credit Agreement. The commitment fee will be payable on a quarterly basis.
The Credit Agreement includes a provision under which the Company may request an increase of the aggregate commitments by increments of $25 million, up to a total facility size not to exceed $5.25 billion. The Credit Agreement also includes a provision under which the Company may request to extend the term of the Facility by up to two additional one-year periods, with a maximum facility term at any one time of no more than five years. Each request is subject to the lenders' discretion.
The Credit Agreement contains customary events of default, representations, warranties, and covenants, including but not limited to covenants restricting the Borrowers' ability to incur certain liens and merge or consolidate with another entity where the relevant Borrower is not the surviving entity, except in certain circumstances. Further, the Credit Agreement contains a covenant requiring the Company to maintain an EBITDA to Interest Ratio (as defined in the Credit Agreement) as of the end of each quarter of not less than 3.0 to 1.0, which is calculated by comparing EBITDA (as defined in the Credit Agreement) for the four consecutive quarters then ended to interest expense on, and amortization of debt discount in respect of, all Funded Debt (as defined in the Credit Agreement) of the Company and its subsidiaries during the same period. Additionally, the lenders have the right, upon 30 days' written notice, to demand prepayment of any outstanding advances and terminate the commitments if the Company undergoes a change of control.
The foregoing description of the Facility is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2026.
Some of the lenders party to the Credit Agreement and extending commitments under the Facility and/or their respective affiliates provide or may seek to provide financial services to the Company and its subsidiaries, including cash management, investment banking, foreign exchange, and trust services.
Item 1.02. Termination of a Material Definitive Agreement
The information described above under "Item 1.01. Entry into a Material Definitive Agreement" with respect to termination of the Former Revolving Credit Agreement is hereby incorporated by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information described above under "Item 1.01. Entry into a Material Definitive Agreement" with respect to the Facility is hereby incorporated by reference.
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