SEC Comment Letter 0000000000-24-001838 to Solventum Corp (SOLV) (CIK 0001964738) (SOLV)
Solventum Corp (SOLV) (CIK 0001964738)
Date: Feb. 15, 2024 · CIK: 0001964738 · Accession: 0000000000-24-001838
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo February 15, 2024 Jeffrey Lavers President 3M Health Care Company 3M Center St. Paul, MN 55144 Re:3M Health Care Company Amendment No. 7 to Draft Registration Statement on Form 10-12G Submitted February 9, 2024 CIK No. 0001964738 Dear Jeffrey Lavers: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 5, 2024 letter. Draft Registration Statement submitted February 9, 2024 Certain Relationships and Related Party Transactions Agreements with 3M, page 241 1.We note your revised disclosure on pages 241-242 related to several of your agreements with 3M. Please address the following with respect to the revised disclosure:
•We note your revised disclosure on page 241 discussing the “exclusive (in its field of use), royalty-free, fully paid up license” that Solventum will receive at spin. Please revise to disclose any termination provisions related to this license and to any of the licenses governed by the intellectual property cross license agreement.
•We note your revised disclosure on page 242 that "[t]he license to Scotchbond, Scotchpak and Scotchcast trademarks may be extended upon agreement between 3M
FirstName LastNameJeffrey Lavers Comapany Name3M Health Care Company February 15, 2024 Page 2 FirstName LastName Jeffrey Lavers 3M Health Care Company February 15, 2024 Page 2 and Solventum after the first 10-year term with payment of a reasonable royalty by Solventum." Please revise to quantify this royalty payment.
•We note your revised disclosure on page 242 that the pricing for products under the applicable master supply agreement may be changed by the supplier “on an annual basis to reflect changes in production costs.” Please clarify whether there are any limitations on the supplier’s ability to change prices based on production costs such as, for example only, limits on increases.
•We note your revised disclosure on page 242 that the initial term of the master supply agreements will be three years following the distribution date “and may be extended to facilitate a transition to alternative inputs or sources of supply.” Please revise to provide additional detail regarding this extension provision. In so doing, please clarify whether Solventum will have the right to extend the term of the agreement in order to facilitate a transition to alternative inputs or sources of supply and disclose any limitations on its right to extend the term. Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Juan Grana at 202-551-6034 or Jessica Ansart at 202-551-4511 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenna Levine, Esq.
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United States securities and exchange commission logo
February 15, 2024
Jeffrey Lavers
President
3M Health Care Company
3M Center
St. Paul, MN 55144
Re:3M Health Care Company
Amendment No. 7 to
Draft Registration Statement on Form 10-12G
Submitted February 9, 2024
CIK No. 0001964738
Dear Jeffrey Lavers:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 5, 2024 letter.
Draft Registration Statement submitted February 9, 2024
Certain Relationships and Related Party Transactions
Agreements with 3M, page 241
1.We note your revised disclosure on pages 241-242 related to several of your agreements
with 3M. Please address the following with respect to the revised disclosure:
•We note your revised disclosure on page 241 discussing the “exclusive (in its field of
use), royalty-free, fully paid up license” that Solventum will receive at spin. Please
revise to disclose any termination provisions related to this license and to any of the
licenses governed by the intellectual property cross license agreement.
•We note your revised disclosure on page 242 that "[t]he license to Scotchbond,
Scotchpak and Scotchcast trademarks may be extended upon agreement between 3M
FirstName LastNameJeffrey Lavers
Comapany Name3M Health Care Company
February 15, 2024 Page 2
FirstName LastName
Jeffrey Lavers
3M Health Care Company
February 15, 2024
Page 2
and Solventum after the first 10-year term with payment of a reasonable royalty by
Solventum." Please revise to quantify this royalty payment.
•We note your revised disclosure on page 242 that the pricing for products under the
applicable master supply agreement may be changed by the supplier “on an annual
basis to reflect changes in production costs.” Please clarify whether there are any
limitations on the supplier’s ability to change prices based on production costs such
as, for example only, limits on increases.
•We note your revised disclosure on page 242 that the initial term of the master supply
agreements will be three years following the distribution date “and may be extended
to facilitate a transition to alternative inputs or sources of supply.” Please revise to
provide additional detail regarding this extension provision. In so doing, please
clarify whether Solventum will have the right to extend the term of the agreement in
order to facilitate a transition to alternative inputs or sources of supply and disclose
any limitations on its right to extend the term.
Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Jessica Ansart at 202-551-4511 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Jenna Levine, Esq.