On April 30, 2026 (the Effective Date), 3M Company (the Company) and its indirect subsidiary Fire Safety Platform Holdco Inc. (the Borrower) entered into a credit agreement (the Credit Agreement) with Morgan Stanley Senior Funding Inc. as administrative agent, sole lead arranger and sole bookrunner, Citibank, N.A. and U.S. Bank National Association as co-syndication agents, and certain financial institutions as lenders. Pursuant to the terms of the Credit Agreement, the lenders have agreed to provide the Borrower with a $1,430 million term loan facility (the Facility), which is available for borrowing on the Closing Date (as defined in the Credit Agreement) (unless the commitments thereunder are terminated prior to such date in accordance with the Credit Agreement), and a $200 million revolving credit facility (the RCF and together with the Facility, the Facilities), which is available for borrowing on a revolving basis from the Closing Date until the maturity date applicable to the RCF. The loans under the Facility and the RCF each mature on the date falling 364 days after the Closing Date, subject, in each case, to an extension of up to 12 months at the Borrower's request, subject to the satisfaction of certain conditions (including the payment of an extension fee).
The Credit Agreement has been entered into to, among other things, finance (directly or indirectly) the acquisition by the Borrower of Madison Safety & Flow Holdings LLC, a Delaware limited liability company, and its subsidiaries, from Madison Industries. Pursuant to the terms of the Credit Agreement, the Company has agreed to unconditionally guarantee the liabilities of the Borrower under the Facilities. The obligations of each of the Company and the Borrower under the Credit Agreement are senior unsecured liabilities.
The Borrower will pay customary commitment fees on undrawn and available commitments under the Facilities and, to the extent that any loans are outstanding under the Facility 18 months after the Closing Date, certain duration fees. Loans under the Facilities bear interest, at the Borrower's option, at (i) the Term SOFR Rate (as defined in the Credit Agreement) for the relevant interest period plus a margin of 0.875% per annum, or (ii) a floating rate equal to the Base Rate plus an applicable margin of 0.00% per annum. The Base Rate is the highest of (i) the Prime Rate (as defined in Credit Agreement), (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50%, or (iii) the Term SOFR Rate for a one-month tenor plus 1.00%; provided that the Base Rate as so determined shall not be less than 1.00%.
The Credit Agreement contains customary events of default, representations, warranties, and covenants, including but not limited to covenants restricting the Borrower, its subsidiaries and the Company from granting certain liens, or being acquired by, or merging or consolidating with, another entity where the Borrower (or, in the case of the Company, the Company) is not the surviving entity. Further, the Credit Agreement contains a customary financial covenant requiring the Company to maintain an EBITDA to Interest Ratio (as defined in the Credit Agreement) as of the end of each fiscal quarter at not less than 3.0 to 1.0, which is calculated by comparing EBITDA (as defined in the Credit Agreement) for the four consecutive fiscal quarters then ended to interest expense on, and amortization of debt discount in respect of, all Funded Debt (as defined in the Credit Agreement) of the Company and its subsidiaries during the same period. The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.
Some of the lenders party to the Credit Agreement and extending commitments under the Facilities and/or their respective affiliates provide or may seek to provide financial services to the Company and its subsidiaries, including cash management, investment banking, foreign exchange, and trust services.

















