Solventum (NYSE: SOLV) starts $1.75B cash tender for senior notes

Rhea-AI Filing Summary

Solventum Corporation has launched cash tender offers to repurchase up to $1,750,000,000 of its outstanding senior notes. The company is offering to buy its 5.450% Senior Notes due 2027, 5.400% Senior Notes due 2029, 5.600% Senior Notes due 2034 and 5.450% Senior Notes due 2031 for a combined purchase price of up to $1,250,000,000, with the 2027 notes capped at $500,000,000. It is also offering to purchase its 6.000% Senior Notes due 2064 and 5.900% Senior Notes due 2054 for up to $500,000,000. The offers are described in an Offer to Purchase dated August 22, 2025 and are subject to stated terms and conditions, including a financing condition.

Insights

Credit & Capital Structure Analyst

Solventum begins a large, conditional debt tender of up to $1.75B.

Solventum Corporation has started cash tender offers to repurchase up to $1,750,000,000 of several outstanding senior note series. The structure splits the capacity, with up to $1,250,000,000 allocated to notes maturing between 2027 and 2034, and up to $500,000,000 for longer-dated notes due 2054 and 2064. The 5.450% Senior Notes due 2027 have their own sublimit of $500,000,000.

This kind of transaction typically aims to reshape the maturity profile and interest-cost mix of outstanding debt, but the actual effect will depend on how many holders tender each note series within the stated caps. The process is governed by an Offer to Purchase dated August 22, 2025, which includes a financing condition and other terms that must be satisfied.

Key factors will include which maturities see the highest participation and whether the financing condition, as described in the Offer to Purchase, is met. Subsequent company communications or future periodic reports may outline the final amounts accepted and any resulting changes in Solventum’s debt profile.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000196473800019647382025-08-222025-08-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 22, 2025

SOLVENTUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

File No. 001-41968

92-2008841

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota

55144

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $.01 Per Share

SOLV

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.     ☐

Item 8.01. Other Events.

On August 22, 2025, Solventum Corporation (the “Company”) issued a press release announcing the commencement of cash tender offers (the “Tender Offers”) to purchase the Company’s outstanding notes of the series listed below for up to $1,750,000,000 aggregate purchase price. The Company is offering to purchase (i) its 5.450% Senior Notes due 2027 (the “2027 Notes”), 5.400% Senior Notes due 2029, 5.600% Senior Notes due 2034 and 5.450% Senior Notes due 2031 for an aggregate purchase price of up to $1,250,000,000 and (ii) its 6.000% Senior Notes due 2064 and 5.900% Senior Notes due 2054 for an aggregate purchase price of up to $500,000,000. The 2027 Notes will also be subject to an aggregate purchase price sublimit of $500,000,000. The Tender Offers are subject to the terms and conditions (including a financing condition) set forth in an offer to purchase, dated August 22, 2025 (the “Offer to Purchase”).

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

The information contained in this Current Report on Form 8-K does not constitute an offer to sell, a solicitation to buy, or an offer to purchase any securities. The Tender Offers are being made only pursuant to the Offer to Purchase. The Tender Offers are being made only in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press release announcing the launch of the Tender Offers, dated August 22, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SOLVENTUM CORPORATION
			By:			/s/ Wayde McMillan
						Wayde McMillan
						Executive Vice President and Chief Financial Officer

Dated: August 22, 2025

FAQ

What did Solventum (SOLV) announce in this 8-K filing?

Solventum Corporation announced the commencement of cash tender offers to purchase certain outstanding senior notes for up to $1,750,000,000 aggregate purchase price.

Which Solventum notes are included in the tender offers?

The company is offering to purchase its 5.450% Senior Notes due 2027, 5.400% Senior Notes due 2029, 5.600% Senior Notes due 2034, 5.450% Senior Notes due 2031, 6.000% Senior Notes due 2064 and 5.900% Senior Notes due 2054.

How is the $1.75 billion Solventum tender offer amount allocated?

Solventum set up to $1,250,000,000 in aggregate purchase price for the 2027, 2029, 2031 and 2034 notes, and up to $500,000,000 for the 2054 and 2064 notes.

Is there a specific limit for Solventums 5.450% Senior Notes due 2027?

Yes. The 5.450% Senior Notes due 2027 are subject to an aggregate purchase price sublimit of $500,000,000 within the overall tender offers.

What conditions apply to Solventums tender offers for its notes?

The tender offers are subject to the terms and conditions, including a financing condition, set out in the Offer to Purchase dated August 22, 2025.

Does this 8-K itself constitute an offer to purchase Solventum securities?

No. The information described does not constitute an offer to sell, a solicitation to buy, or an offer to purchase any securities; the tender offers are made only pursuant to the Offer to Purchase and only where permitted by law.