Solventum in $2 Billion Tender Offers

Cleary Gottlieb represented Solventum Corporation (Solventum) in its offers to purchase six series of its outstanding notes for cash totaling up to an upsized $2 billion.

The offers launched on August 22, 2025, and settled at the full upsized amount following the expiration of the early tender date, on September 10, 2025.

Solventum tendered for multiple series of its own debt securities under offers structured as pooled waterfall tender offers, in specified order of priority, subject to an aggregate cap on purchase price, a separate cap on two pools of such debt securities and a series sub-cap on one series. The offers provided for an early tender premium and early settlement and were funded with proceeds from Solventum’s previously announced disposition of its purification and filtration business to Thermo Fisher Scientific Inc., on which Cleary also advised Solventum.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., and Goldman Sachs & Co. LLC acted as lead dealer managers, and BNP Paribas Securities Corp., BofA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities LLC, and U.S. Bancorp Investments Inc. acted as co-dealer managers for the offers.

Solventum is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs.