UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into A Material Definitive Agreement
On November 13, 2020, 3M Company entered into a $1.25 billion 364-day credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, Citibank, N.A. as syndication agent, Deutsche Bank Securities Inc. and Bank of America, N.A. as documentation agents, and a syndicate of lenders as defined in the Credit Agreement.
Under the Credit Agreement, 3M pays a commitment fee of 0.025% per annum on the unused commitments. Advances denominated in U.S. Dollars carry, at 3M’s option, either the “base rate” of interest in effect plus the applicable margin, or the “eurocurrency rate” (which is a periodic fixed LIBOR) plus the applicable margin. Any advance denominated in a currency other than U.S. Dollars will carry the “eurocurrency rate” plus the applicable margin. The “base rate” of interest is the highest of (i) JPMorgan’s Prime Rate, (ii) the Federal funds rate (but not less than 0%) plus 0.50%, or (iii) one-month LIBOR (but not less than 0%) plus 1.00%. The applicable margin for “eurocurrency rate” advances is 0.75% per annum. The applicable margin for “base rate” advances is 0.00% per annum.
The Credit Agreement contains a provision under which 3M may, upon notice and payment of a fee equal to 0.50% of the principal amount of advances then outstanding, convert any advances outstanding on the maturity date into a term loan having a maturity one year later.
The Credit Agreement contains customary representations, warranties and covenants, including but not limited to covenants restricting 3M’s ability to incur certain liens or to merge or consolidate with another entity where 3M is not the surviving entity. Further, it contains a covenant requiring 3M to maintain an EBITDA to Interest Ratio as of the end of each quarter at not less than 3.0 to 1. This is calculated as the ratio of consolidated EBITDA for the four consecutive quarters then ended to interest payable on all funded debt for the same period.
The full terms and conditions of the credit facility are set forth in the Credit Agreement. A copy of the Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Some of the lenders named under the Credit Agreement and their affiliates have various relationships with 3M and its subsidiaries involving the provision of financial services, including cash management, investment banking, foreign exchange and trust services.
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 Credit Agreement is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description of Exhibits | |
| 10.1 | 364-Day Credit Agreement dated as of November 13, 2020 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are amended 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.
| 3M COMPANY | ||
| By: | /s/ Ivan K. Fong | |
|
Ivan K. Fong, Senior Vice President, General Counsel & Secretary | ||
November 17, 2020