SEC Comment Letter 0000000000-24-002348 to Solventum Corp (SOLV) (CIK 0001964738) (SOLV)
Solventum Corp (SOLV) (CIK 0001964738)
Date: March 1, 2024 · CIK: 0001964738 · Accession: 0000000000-24-002348
AI Filing Summary & Sentiment
File numbers found in text: 001-41968
Letter
United States securities and exchange commission logo March 1, 2024 Teresa Crockett President Solventum Corporation 3M Center St. Paul, MN 55144 Re:Solventum Corporation Registration Statement on Form 10-12B Filed February 20, 2024 File No. 001-41968 Dear Teresa Crockett: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Registration Statement on Form 10-12B Filed February 20, 2024 Exhibit 99.1 Information Statement of Registrant Certain Relationships and Related Party Transactions Agreements with 3M, page 236 1.We note your revisions in response to comment 12 issued in our March 15, 2023 letter. Please revise to clarify which "form of" related party agreements in your Exhibits Index will be replaced with final, signed agreements prior to your Form 10 going effective. Please also revise to further disclose the financial terms of each of the agreements you intend to enter into prior to going effective. As an example, we note on page 241 that under the Transition Services Agreement, the service recipient will generally be required to pay a fixed monthly service fee. We also note that a request for a one-year extension may not be unreasonably withheld and "such extensions are subject to escalated service fees." Revise to disclose the terms of this fixed monthly service fee and to further discuss these "escalated service fees".
FirstName LastNameTeresa Crockett Comapany NameSolventum Corporation March 1, 2024 Page 2 FirstName LastName Teresa Crockett Solventum Corporation March 1, 2024 Page 2 2.We note your revisions in response to comment 1 and reissue in part. Please revise to disclose any termination provisions in connection with the Intellectual Property Cross License Agreement. Please also define "qualifying third-party supplier" on page 246. Description of Material Indebtedness, page 252 3.We note your disclosure that you intend to use the proceeds of the Credit Facilities "for general corporate purposes, including, in respect of the Term Facilities, to make direct and/or indirect cash transfers to 3M as partial consideration for 3M’s transfer of the Health Care Business to the Company." Please revise to further discuss the consideration that will be paid to 3M, including to note that you will retain $600 million in cash and cash equivalents following any such payment. Financial Statements Note 11. Commitments and Contingencies, page F-29 4.We note that your financial statements for the period ended September 30, 2023 included disclosures regarding a compliance matter which led to an internal investigation to determine whether there was a violation of the U.S. Foreign Corrupt Practices Act. We note that you were previously in discussions related to a potential resolution. Please help us understand what led you to determine that disclosures should no longer be provided pursuant to ASC 450 including disclosures related to a resolution, if applicable. Appendix A to Executive Compensation: Supplemental Consolidated Statement of Income Information, page F-37 5.Please tell us what consideration was given to also updating this financial information for the year ended December 31, 2023. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. 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 Abby Adams at 202-551-6902 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
March 1, 2024
Teresa Crockett
President
Solventum Corporation
3M Center
St. Paul, MN 55144
Re:Solventum Corporation
Registration Statement on Form 10-12B
Filed February 20, 2024
File No. 001-41968
Dear Teresa Crockett:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10-12B Filed February 20, 2024
Exhibit 99.1 Information Statement of Registrant
Certain Relationships and Related Party Transactions
Agreements with 3M, page 236
1.We note your revisions in response to comment 12 issued in our March 15, 2023 letter.
Please revise to clarify which "form of" related party agreements in your Exhibits Index
will be replaced with final, signed agreements prior to your Form 10 going effective.
Please also revise to further disclose the financial terms of each of the agreements you
intend to enter into prior to going effective. As an example, we note on page 241 that
under the Transition Services Agreement, the service recipient will generally be required
to pay a fixed monthly service fee. We also note that a request for a one-year extension
may not be unreasonably withheld and "such extensions are subject to escalated service
fees." Revise to disclose the terms of this fixed monthly service fee and to further discuss
these "escalated service fees".
FirstName LastNameTeresa Crockett
Comapany NameSolventum Corporation
March 1, 2024 Page 2
FirstName LastName
Teresa Crockett
Solventum Corporation
March 1, 2024
Page 2
2.We note your revisions in response to comment 1 and reissue in part. Please revise to
disclose any termination provisions in connection with the Intellectual Property Cross
License Agreement. Please also define "qualifying third-party supplier" on page 246.
Description of Material Indebtedness, page 252
3.We note your disclosure that you intend to use the proceeds of the Credit Facilities "for
general corporate purposes, including, in respect of the Term Facilities, to make direct
and/or indirect cash transfers to 3M as partial consideration for 3M’s transfer of the
Health Care Business to the Company." Please revise to further discuss the consideration
that will be paid to 3M, including to note that you will retain $600 million in cash and
cash equivalents following any such payment.
Financial Statements
Note 11. Commitments and Contingencies, page F-29
4.We note that your financial statements for the period ended September 30, 2023 included
disclosures regarding a compliance matter which led to an internal investigation to
determine whether there was a violation of the U.S. Foreign Corrupt Practices Act. We
note that you were previously in discussions related to a potential resolution. Please help
us understand what led you to determine that disclosures should no longer be provided
pursuant to ASC 450 including disclosures related to a resolution, if applicable.
Appendix A to Executive Compensation: Supplemental Consolidated Statement of Income
Information, page F-37
5.Please tell us what consideration was given to also updating this financial information for
the year ended December 31, 2023.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
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 Abby Adams at 202-551-6902 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Jenna Levine, Esq.