3M Company filed a Form 8-K with the SEC on September 10, 2026, disclosing the closing of a three-tranche euro-denominated debt offering totaling €1,500,000,000 in aggregate principal amount.

Key Highlights

  • Three tranches issued: €500,000,000 of 3.500% Notes due 2028, €500,000,000 of 3.900% Notes due 2031, and €500,000,000 of 4.100% Notes due 2034.
  • Offering closed: The closing occurred on September 10, 2026, according to the filing.
  • Underwriting Agreement dated September 3, 2026 was entered into with Deutsche Bank AG London Branch, Merrill Lynch International, Citigroup Global Markets Limited, and J.P. Morgan Securities plc as representatives.
  • Proceeds intended for general corporate purposes, which the company disclosed may include the repayment, redemption, or refinancing of indebtedness.
  • Notes issued under an indenture originally dated November 17, 2000, as supplemented by a First Supplemental Indenture dated July 29, 2011, and a Second Supplemental Indenture dated February 3, 2026, with The Bank of New York Mellon Trust Company, N.A. as successor trustee.

3M's Euro Note Offering: Structure, Use of Proceeds, and Legal Framework

According to the filing, 3M Company (NYSE:MMM) entered into an Underwriting Agreement on September 3, 2026, with Deutsche Bank AG, London Branch, Merrill Lynch International, Citigroup Global Markets Limited, and J.P. Morgan Securities plc acting as representatives of the several underwriters. The agreement covered the sale of three separate tranches of euro-denominated notes, each in a principal amount of €500,000,000, for a combined total of €1,500,000,000.

The three tranches carry coupon rates of 3.500%, 3.900%, and 4.100%, maturing in 2028, 2031, and 2034, respectively. The filing states the offering closed on September 10, 2026. The notes were offered under 3M's Registration Statement on Form S-3 (file no. 333-293169), filed with the SEC on February 3, 2026, together with a preliminary and final prospectus supplement both dated September 3, 2026.

The company disclosed that the notes were issued under an indenture originally dated November 17, 2000, as supplemented on July 29, 2011, and again on February 3, 2026, with The Bank of New York Mellon Trust Company, N.A. serving as successor trustee. The filing further states that 3M "intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment, redemption or refinancing of indebtedness." A legal opinion on the validity of the notes from Freshfields US LLP was filed as Exhibit 5.1.

What Was Disclosed

3M disclosed the closing of a €1,500,000,000 three-tranche euro note offering, including the terms of each tranche, the identities of the underwriters, the governing indenture, and the intended use of net proceeds for general corporate purposes.