Solventum Announces Early Tender Results and Upsizing of its Note Tender Offers

Rhea-AI Summary

Solventum (NYSE:SOLV) announced modifications to its previously announced tender offers, increasing the aggregate purchase cap from $1.75 billion to $2.0 billion. The company has also increased the Pool 1 Maximum Amount from $1.25 billion to $1.5 billion and raised the Tender SubCap from $500 million to $650 million.

As of the Early Tender Date (September 5, 2025), the offers were significantly oversubscribed. Solventum expects to accept the 5.450% Notes due 2027, 5.400% Notes due 2029, and 5.900% Notes due 2054 for purchase on a prorated basis. Due to oversubscription, the company does not expect to accept any Notes tendered after the Early Tender Date. Settlement is expected on September 10, 2025.

Positive

• Increased aggregate purchase cap by $250 million to $2.0 billion, demonstrating strong financial capacity
• Successfully completed sale of purification and filtration business to Thermo Fisher Scientific
• Strong noteholder participation with significant oversubscription indicates investor confidence

Negative

• Not all tendered notes will be accepted due to oversubscription
• Holders of 5.600% Notes due 2034 and 5.450% Notes due 2031 will not have their notes accepted

Insights

Financial Debt Analyst

Solventum upsized its debt repurchase program from $1.75B to $2B, indicating strong financial management and interest in deleveraging.

Solventum has increased its debt repurchase program from $1.75 billion to $2 billion, showing strong interest in deleveraging. The company is specifically targeting certain debt series with the highest priorities given to near-term maturities in 2027 and 2029. This strategic approach helps extend the company's debt maturity profile while taking advantage of current market conditions.

The tender offers were significantly oversubscribed, with $937.5 million of the 2027 notes tendered against a $650 million subcap, and $1.3 billion of the 2029 notes tendered. This strong investor response will result in proration for the 2027 notes, 2029 notes, and 2054 notes. The 2034 and 2031 notes won't be accepted at all despite their inclusion in the offer.

Notably, the company is proceeding with these repurchases using proceeds from its recently completed sale of its purification and filtration business to Thermo Fisher Scientific. This demonstrates effective capital allocation by using divestiture proceeds to strengthen the balance sheet rather than pursuing growth initiatives or shareholder returns.

This liability management exercise signals financial discipline and a focus on maintaining a strong credit profile. By reducing debt in this substantial magnitude, Solventum is likely improving its financial flexibility, potentially reducing interest expenses, and optimizing its capital structure following the business divestiture. The company's use of complicated mechanics with separate pools, priority levels, and subcaps indicates sophisticated treasury management designed to efficiently achieve their debt reduction targets.

ST. PAUL, Minn., Sept. 8, 2025 /PRNewswire/ -- Solventum (NYSE: SOLV) today announced the early tender results of its previously announced offers (each, a "Tender Offer" and, collectively, the "Tender Offers") to purchase its outstanding notes of the series listed in the table below (collectively, the "Notes") for an aggregate purchase price of up to an amended $2.0 billion in cash (the "Aggregate Cap"). Solventum has amended the terms of the Tender Offers to (i) increase the Aggregate Cap from $1.75 billion to $2 billion, (ii) increase the previously announced Pool 1 Maximum Amount (as defined below) from $1.25 billion to $1.5 billion and (iii) within the upsized Pool 1 Maximum Amount, increase the previously announced Tender SubCap (as defined below) from $500 million to $650 million. The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase dated Aug. 22, 2025, as modified by this press release (the "Offer to Purchase").

The Information and Tender Agent (as defined below) for the Tender Offers has advised Solventum that, as of 5:00 p.m., Eastern Time, on Sept. 5, 2025 (such time and date, the "Early Tender Date"), the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., Eastern Time, on Sept. 5, 2025.

Title of Security

CUSIPs

Aggregate Principal Amount Outstanding

Maturity Date

Par Call Date1

Maximum Amount2

Acceptance Priority Level3

Tender SubCap4

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

Aggregate Principal Amount Tendered  at Early Tender Date

Pool 1 Tender Offers

5.450%  Senior  Notes due  2027

83444MAN1  83444MAA9  U83448AA5

$1,000,000,000

Feb. 25, 2027

Jan. 25, 2027

$1.5 billion

1

$650 million

4.125% UST due January 31, 2027

FIT4

+20 bps

$937,541,0005

5.400%  Senior  Notes due  2029

83444MAP6  83444MAC5  U83448AB3

$1,500,000,000

March 1, 2029

Feb. 1, 2029

2

N/A

3.875% UST due July 31, 2030

FIT1

+30 bps

$1,302,683,0005

5.600%  Senior  Notes due  2034

83444MAR2  83444MAG6  U83448AD9

$1,650,000,000

March 23, 2034

Dec. 23, 2033

3

N/A

4.250% UST due August 15, 2035

FIT1

+65 bps

N/A6

5.450%  Senior  Notes due  2031

83444MAQ4  83444MAE1  U83448AC1

$1,000,000,000

March 13, 2031

Jan. 13, 2031

4

N/A

3.875% UST due July 31, 2030

FIT1

+55 bps

N/A6

Pool 2 Tender Offers

6.000%  Senior  Notes due  2064

83444MAT8  83444MAL5  U83448AF4

$500,000,000

May 15, 2064

Nov. 15, 2063

$500 million

1

N/A

4.750% UST due May 15, 2055

FIT1

+100 bps

$457,552,000

5.900%  Senior  Notes due   2054

83444MAS0  83444MAJ0  U83448AE7

$1,250,000,000

April 30, 2054

Oct. 30, 2053

2

N/A

4.750% UST due May 15, 2055

FIT1

+85 bps

$858,803,0005

1 If the repurchase yield as determined in accordance with the Offer to Purchase is less than the contractual annual rate of interest on a particular series of Notes, then the calculation will assume that the payments of such Notes are through the par call date of such Notes; if the repurchase yield as determined in accordance with the Offer to Purchase is higher than or equal to the contractual annual rate of interest on a particular series of Notes, then the calculation will assume that the payments of such Notes are through the maturity date of the Notes of such series.

2 The "Pool 1 Maximum Amount" of $1.5 billion represents the maximum aggregate purchase price of Pool 1 Notes (as defined below) that Solventum is offering to purchase in the priorities set forth in the table above. The "Pool 2 Maximum Amount" of $500 million represents the maximum aggregate purchase price of Pool 2 Notes (as defined below) that Solventum is offering to purchase in the priorities set forth in the table above. The Pool 1 Maximum Amount and the Pool 2 Maximum Amount are each referred to as a "Maximum Amount."

3 Subject to the Aggregate Cap, the Maximum Amounts, the Tender SubCap and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in the Tender Offer for that series will be determined in accordance with the order of priority set forth in the table (in numerical priority order) (the "Acceptance Priority Level") specified in this column.

4 The Tender Offer with respect to the 5.450% Senior Notes due 2027 is subject to an aggregate principal amount sublimit of $650 million (the "Tender SubCap").

5 Solventum expects to accept the 5.450% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 5.900% Senior Notes due 2054 for purchase on a prorated basis.

6 Solventum does not expect to accept for purchase any of the 5.600% Senior Notes due 2034 or 5.450% Senior Notes due 2031.

Because the series of Notes indicated in the table above next to "Pool 1 Tender Offers" (the "Pool 1 Notes") validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price that exceeds the Pool 1 Maximum Amount, Solventum does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Because the series of Notes indicated in the table above next to "Pool 2 Tender Offers" (the "Pool 2 Notes") validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price that exceeds the Pool 2 Maximum Amount, Solventum does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. As described further in the Offer to Purchase, the amounts of 5.450% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 5.900% Senior Notes due 2054 that will be purchased will be determined on a prorated basis, subject to the applicable Acceptance Priority Level, and Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account or otherwise returned to the holder without cost.

Although the Tender Offers are scheduled to expire at 5:00 p.m., Eastern Time, on Sept. 22, 2025, because the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price or aggregate principal amount that exceeds the Aggregate Cap, the Tender SubCap, the Pool 1 Maximum Amount and the Pool 2 Maximum Amount, as applicable, Solventum does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date.

The "Total Consideration" per $1,000 principal amount of Notes of a given series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer for that series will be determined in the manner described in the Offer to Purchase by reference to (i) the applicable fixed spread for such series of Notes set forth in the table above (each, a "Fixed Spread") and (ii) the applicable yield for such series of Notes based on the bid-side price of the applicable U.S. Treasury Reference Security set forth in the table above, as displayed on the applicable Bloomberg Reference Page set forth in the table above, at 10:00 a.m., Eastern Time, on Sept. 8, 2025, as such date and time may be extended. The Total Consideration, calculated as described in the preceding sentence, includes the early tender payment of $30 per $1,000 principal amount of Notes of validly tendered prior to or at the Early Tender Date and accepted for purchase. In addition to the applicable Total Consideration, holders of Notes of a given series accepted for purchase pursuant to the Tender Offer for that series will receive accrued and unpaid interest on the Notes accepted for purchase from and including the most recent interest payment date to but excluding the settlement date, which is currently expected to be Sept. 10, 2025.

Solventum will issue a press release specifying the Total Consideration for each series of Notes expected to be accepted for purchase.

Solventum's obligation to accept for purchase, and to pay for, Notes that are validly tendered (and not validly withdrawn) pursuant to the Tender Offers is subject to the satisfaction or waiver by Solventum of certain conditions to the Tender Offers set forth in the Offer to Purchase including, among other things, Solventum having received and repatriated the proceeds from its previously announced sale of its purification and filtration business, excluding the drinking water filtration business, to Thermo Fisher Scientific Inc. pursuant to the Amended and Restated Transaction Agreement dated as of June 25, 2025, as the same may be amended from time to time (the "Financing Condition"). None of the Tender Offers is conditioned upon the completion of any other Tender Offer. In addition, the Tender Offers are not conditioned on any minimum aggregate principal amount of Notes of any series being tendered. As of the date of this press release, the Financing Condition has been satisfied.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Goldman Sachs & Co. LLC are acting as the lead dealer managers in connection with the Tender Offers (collectively, the "Lead Dealer Managers" and, together with the co-dealer managers named in the Offer to Purchase, the "Dealer Managers"). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the "Information and Tender Agent"). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free), Morgan Stanley & Co. LLC at (212) 761-1057 (collect) and (800) 624-1808 (toll free), Barclays Capital Inc. at (212) 528-7581 (collect) and (800) 438-3242 (toll free) and Goldman Sachs & Co. LLC at (212) 357-1452 (collect) and (800) 828-3182 (toll free), as the Lead Dealer Managers, or to the Information and Tender Agent at (212) 771-1130 (banks and brokers), (877) 478-5045 (toll free) and SOLV@dfking.com. Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes.

Neither the Offer to Purchase nor any related document has been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Solventum or its affiliates, their respective boards of directors, the Dealer Managers, the Information and Tender Agent or the trustee with respect to any series of Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers.

Forward-Looking Statements
This release contains forward-looking statements, including regarding the timing, terms and completion of the Tender Offers. All statements that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of Solventum's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the Offer to Purchase. For a discussion of such risks and other factors that might impact forward-looking statements, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in Solventum's periodic reports on file with the U.S. Securities and Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.

About Solventum
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, material and data science that change patients' lives for the better — while empowering healthcare professionals to perform at their best.

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SOURCE Solventum

FAQ

What is the new aggregate purchase cap for Solventum's (SOLV) tender offers?

Solventum increased its aggregate purchase cap from $1.75 billion to $2.0 billion for the tender offers.

When is the settlement date for Solventum's tender offers?

The settlement date is expected to be September 10, 2025.

Which series of Solventum notes will be accepted in the tender offers?

Solventum expects to accept the 5.450% Notes due 2027, 5.400% Notes due 2029, and 5.900% Notes due 2054 for purchase on a prorated basis.

Will Solventum accept notes tendered after the Early Tender Date?

No, due to oversubscription at the Early Tender Date, Solventum does not expect to accept any Notes tendered after the Early Tender Date (September 5, 2025).

What is the early tender payment amount per $1,000 principal of notes?

The early tender payment is $30 per $1,000 principal amount of Notes validly tendered prior to the Early Tender Date and accepted for purchase.