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MMM > SEC Filings for MMM > Form 8-K on 8-Aug-2014All Recent SEC Filings

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Form 8-K for 3M CO


Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an

Item 1.01 Entry Into A Material Definitive Agreement

On August 5, 2014, 3M Company entered into a $2.25 billion, amended and restated five-year revolving credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. as administrative agent, Citibank, N.A. as syndication agent, Deutsche Bank Securities Inc. as documentation agent, and a syndicate of lenders as defined in the Credit Agreement. The Credit Agreement amended and restated the $1.5 billion, five-year revolving credit agreement dated as of September 28, 2012 among 3M, the lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent.

Under the Credit Agreement, 3M pays a facility fee that varies between 0.040% and 0.100%, depending on our credit rating. Revolving 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. Borrowings denominated in a currency other than U.S. Dollars carry the "eurocurrency rate." The "base rate" of interest is the highest of (i) JPMorgan Chase Bank, N.A.'s prime rate, (ii) the Federal Funds Rate plus 0.50%, or (iii) one-month LIBOR plus 1.00%. The applicable margin includes a market rate spread which is a rate per annum equal to the credit default swap mid-rate spread of 3M for the applicable tenor. This spread varies between 0.100% and 1.125% depending on our credit rating. The applicable margin for "eurocurrency rate" advances is the market rate spread. The applicable margin for "base rate" advances is the market rate spread minus 1.00% (but not less than 0%).

The Credit Agreement includes a provision under which 3M may request an increase of the total facility up to $4.5 billion, with the grant of such request at the lenders' discretion. The Credit Agreement contains customary representations, warranties and covenants, including but not limited to covenants restricting our ability to incur liens, merge or consolidate with another entity. Further, the Credit Agreement contains a covenant requiring us to maintain our 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:

Number                               Description of Exhibits
10.1        Amended and Restated Five Year Credit Agreement dated as of August 5, 2014

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