Neogen Corporation (“Neogen”) (NASDAQ: NEOG) announced today that on July 6, 2022 Garden SpinCo Corporation (“SpinCo”), a direct wholly-owned subsidiary of 3M Company (“3M”), priced an offering of $350.0 million aggregate principal amount of 8.625% senior notes due 2030 (the “Notes”) in a private placement at par.
The Notes are being offered as part of the financing for the proposed combination of the Food Safety Business of 3M with Neogen in a Reverse Morris Trust transaction (the “Merger”). The closing of the offering of the Notes is not contingent on the completion of the Merger, and Neogen expects the offering of the Notes to be completed on or about July 20, 2022, subject to customary closing conditions, prior to the consummation of the Merger.
The Notes will initially be issued by SpinCo to 3M and are expected to be transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt. SpinCo will not receive any proceeds from the sale of the Notes by the selling securityholder. Prior to the distribution of the shares of SpinCo’s common stock to 3M stockholders, the Notes will be guaranteed on a senior unsecured basis by 3M. Upon consummation of such distribution, 3M will automatically, irrevocably and unconditionally be released from all obligations under its guarantee. Upon the effectiveness of the Merger, the Notes will be guaranteed on a senior unsecured basis by Neogen and certain wholly-owned domestic subsidiaries of Neogen.
The Notes are to be issued in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being offered and sold only (1) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (2) outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements of the Securities Act or any state securities laws.
