3M COMPANY 1.000% Notes due 2017 2.000% Notes due 2022 TERMS AGREEMENT
Exhibit 1.1
3M COMPANY
1.000% Notes due 2017
2.000% Notes due 2022
TERMS AGREEMENT
June 21, 2012
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Morgan Stanley & Co. LLC
1585 Broadway, 4th Floor
New York, New York 10036
As representatives of the several Agents
identified in Schedule I hereto
Dear Sirs:
3M Company (the “Company”) proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated September 2, 2011 (the “Distribution Agreement”), between the Company on the one hand and Goldman, Sachs & Co., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC (the “Agents”) on the other, to issue and sell to Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC and each of the Agents identified in Schedule I hereto, for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as representatives, the securities specified in Schedule I hereto (the “Purchased Securities”). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions therein relating to the solicitation of offers to purchase Securities from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the
date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and a warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities.
A supplement to the Prospectus relating to the Purchased Securities, in a form satisfactory to you will be filed with the Commission within the time period specified in Rule 424(b) of the Securities Act of 1933.
Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC and each of the Agents identified in Schedule I hereto, and such Agents severally agree to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in Schedule I hereto.
If one or more of the Agents shall fail at the Time of Delivery to purchase the Purchased Securities (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided however, that if such arrangements shall not have been completed within such 24-hour period, then:
(a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Purchased Securities, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial obligations under this Terms Agreement bear to the obligations of all nondefaulting Agents under this Terms Agreement; or
(b) if the aggregate principal amount of Defaulted Securities exceed 10% of the aggregate principal amount of Purchased Securities, this Terms Agreement shall terminate without liability on the part of any nondefaulting Agent.
No action taken pursuant to this paragraph above shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of this Terms Agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.
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If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company.
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| 3M Company | ||
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| /s/ David W. Meline |
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| Name: | David W. Meline |
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| Title: | Senior Vice President and Chief |
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| Financial Officer |
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| By: |
| /s/ Scott. D. Krohn |
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| Name: | Scott D. Krohn |
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| Title: | Vice President and Treasurer |
[Signature Page to Terms Agreement]
Accepted as of the date hereof:
| Citigroup Global Markets Inc. |
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| By: | /s/ Brian Bednarski |
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| Name: | Brian Bednarski |
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| Title: | Managing Director |
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| Deutsche Bank Securities Inc. |
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| By: | /s/ Ritu Ketkar |
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| Name: | Ritu Ketkar |
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| Title: | Managing Director |
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| By: | /s/ Eunice Kang |
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| Name: | Eunice Kang |
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| Title: | Director |
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| Morgan Stanley & Co. LLC |
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| By: | /s/ Yurij Slyz |
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| Name: | Yurij Slyz |
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| Title: | Executive Director |
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On behalf of themselves and the other several Agents
[Signature Page to Terms Agreement]
Schedule I
1.000% NOTES DUE 2017
TITLE OF PURCHASED SECURITIES:
Medium-Term Notes, Series F, 1.000% due 2017
AGGREGATE PRINCIPAL AMOUNT:
$650,000,000
Price to Public: 99.539%
PURCHASE PRICE to be paid by Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC:
99.289% of the principal amount of the Purchased Securities, plus accrued interest, if any, from June 26, 2012.
METHOD OF AND SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
By wire transfer to a bank account specified by the Company in immediately available funds.
INDENTURE:
Indenture, dated as of November 17, 2000, as supplemented by a First Supplemental Indenture dated as of July 29, 2011 and as it may be further supplemented from time to time, between the Company and The Bank of New York Mellon Trust Company, N.A., Trustee
APPLICABLE TIME: 4:40 p.m. June 21, 2012 Eastern Time
TIME OF DELIVERY: June 26, 2012
CLOSING LOCATION: Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019
MATURITY: June 26, 2017
INTEREST RATE:
1.000% per annum
INTEREST PAYMENT DATES:
June 26 and December 26 of each year, commencing December 26, 2012
DOCUMENTS TO BE DELIVERED:
S-1
The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing:
| (l) | The opinion or opinions of counsel to the Agents referred to in Section 4(h). |
| (2) | The opinion of counsel to the Company referred to in Section 4(i). |
| (3) | The accountants’ letters referred to in Section 4(j), which shall be delivered on the date hereof with a bring-down comfort letter in form and substance satisfactory to the Agents to be delivered on the date of Closing. |
| (4) | The officers’ certificate referred to in Section 4(k). |
OTHER PROVISIONS (INCLUDING SYNDICATE PROVISIONS, IF APPLICABLE):
Schedule of Agents:
| Agents |
| Principal Amount of 1.000% |
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| Citigroup Global Markets Inc. |
| $ | 162,500,000 |
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| Deutsche Bank Securities Inc. |
| 162,500,000 |
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| Morgan Stanley & Co. LLC |
| 162,500,000 |
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| Barclays Capital Inc. |
| 32,500,000 |
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| Goldman, Sachs & Co. |
| 32,500,000 |
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| J.P. Morgan Securities LLC |
| 32,500,000 |
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| Merrill Lynch, Pierce, Fenner & Smith |
| 32,500,000 |
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| UBS Securities LLC |
| 32,500,000 |
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| Total |
| $ | 650,000,000 |
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2.000% NOTES DUE 2022
TITLE OF PURCHASED SECURITIES:
Medium-Term Notes, Series F, 2.000% due 2022
AGGREGATE PRINCIPAL AMOUNT:
$600,000,000
Price to Public: 98.515%
PURCHASE PRICE to be paid by Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC:
98.065% of the principal amount of the Purchased Securities, plus accrued interest, if any, from June 26, 2012.
S-2
METHOD OF AND SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
By wire transfer to a bank account specified by the Company in immediately available funds.
INDENTURE:
Indenture, dated as of November 17, 2000, as supplemented by a First Supplemental Indenture dated as of July 29, 2011 and as it may be further supplemented from time to time, between the Company and The Bank of New York Mellon Trust Company, N.A., Trustee
APPLICABLE TIME: 4:40 p.m. June 21, 2012 Eastern Time
TIME OF DELIVERY: June 26, 2012
CLOSING LOCATION: Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019
MATURITY: June 26, 2022
INTEREST RATE:
2.000% per annum
INTEREST PAYMENT DATES:
June 26 and December 26 of each year, commencing December 26, 2012
DOCUMENTS TO BE DELIVERED:
The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing:
| (l) | The opinion or opinions of counsel to the Agents referred to in Section 4(h). |
| (2) | The opinion of counsel to the Company referred to in Section 4(i). |
| (3) | The accountants’ letters referred to in Section 4(j), which shall be delivered on the date hereof with a bring-down comfort letter in form and substance satisfactory to the Agents to be delivered on the date of Closing. |
| (4) | The officers’ certificate referred to in Section 4(k). |
OTHER PROVISIONS (INCLUDING SYNDICATE PROVISIONS, IF APPLICABLE):
Schedule of Agents:
| Agents |
| Principal Amount of 2.000% |
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| Citigroup Global Markets Inc. |
| $ | 150,000,000 |
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| Deutsche Bank Securities Inc. |
| 150,000,000 |
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| Morgan Stanley & Co. LLC |
| 150,000,000 |
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| Barclays Capital Inc. |
| 30,000,000 |
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| Goldman, Sachs & Co. |
| 30,000,000 |
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| J.P. Morgan Securities LLC |
| 30,000,000 |
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| Merrill Lynch, Pierce, Fenner & Smith |
| 30,000,000 |
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| UBS Securities LLC |
| 30,000,000 |
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| Total |
| $ | 600,000,000 |
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S-3
Schedule II
Materials Other than the Pricing Prospectus and Final Term Sheet Included in the
Disclosure Package
None
S-4
Schedule III
Issuer Free Writing Prospectuses Not Included in the
Disclosure Package
Road Show: None
S-5
Exhibit A
Final Term Sheet
A-1
