--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-26-016018" form_type: "8-K" ticker: "MMED" cik: "0002062583" company_name: "MiniMed Group, Inc." filed_at: "2026-03-09T23:59:59+00:00" generated_at: "2026-05-15T18:16:51.304680+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # MiniMed Group completes IPO, raises ~$560M; Medtronic retains 90% ownership ## Summary - IPO of 28M shares at $20/share; net proceeds ~$560M; $309M retained for corporate purposes, excess repays Medtronic intercompany debt. - Medtronic owns ~90% post-IPO; Separation completed via merger with KH2 and transfer of Medtronic's Diabetes business assets. - New 9-member board appointed with Kevin Lofton as Chair; officers include CEO Que Dallara, CFO Chad Spooner, etc. - $500M revolving credit facility established upon IPO closing for working capital and general corporate purposes. - Separation agreements filed governing tax, employee benefits, IP cross-licenses, transition services, and supply arrangements. ## SEC filing metadata - accession: 0001628280-26-016018 - form_type: 8-K - ticker: MMED - cik: 0002062583 - company_name: MiniMed Group, Inc. - filed_at: 2026-03-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/mmed-20260305.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-26-016018 - JSON: https://secwatch.observer/filing/0001628280-26-016018.json - Plain text: https://secwatch.observer/filing/0001628280-26-016018.txt ## Key facts - Debt Financings MiniMed Group, Inc. incurred revolving credit of $500 million with Citibank, N.A. maturing five years. - Instrument: revolving credit - Principal: $500 million - Counterparty: Citibank, N.A. - Maturity: five years - Event: incurrence source text: On January 15, 2026, KH2 entered into a credit agreement which provides for a five-year senior secured revolving credit facility (the “ Revolving Credit Facility ”) in an aggregate principal amount of $500 million to be made available in U.S. dollars and certain approved alternative currencies, initially including Euros, with Citibank, N.A. serving as administrative agent for a syndicate of lenders. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Governance Changes MiniMed Group, Inc.: Amended and restated its certificate of incorporation (effective 2026-03-06). - Change: charter amendment - Effective: 2026-03-06 source text: On March 6, 2026, the Company amended and restated its certificate of incorporation (as so amended and restated, the “ Certificate of Incorporation ”). evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Governance Changes MiniMed Group, Inc.: Amended and restated its bylaws (effective 2026-03-06). - Change: bylaw amendment - Effective: 2026-03-06 source text: On March 6, 2026, the Company amended and restated its bylaws (as so amended and restated, the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - M&A Transactions MiniMed Group, Inc. completed a disposition involving MiniMed Group, Inc.. - Action: disposition - Counterparty: MiniMed Group, Inc. source text: The description of the Company’s merger with KH2 set forth under Item 1.01 above is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Material Agreements MiniMed Group, Inc. entered into Tax Matters Agreement with Medtronic plc. - Action: entry - Counterparty: Medtronic plc source text: • Tax Matters Agreement, which governs the Company and Medtronic’s respective rights, responsibilities, and obligations with respect to tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to the Company’s business and taxes arising, under certain circumstances, in connection with the Separation and the Divestment, if pursued), tax attributes, tax contests, and tax returns. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Material Agreements MiniMed Group, Inc. entered into Separation Agreement with Medtronic plc. - Action: entry - Counterparty: Medtronic plc source text: • Separation Agreement, which sets forth the Company’s agreements with Medtronic regarding the principal actions to be taken in connection with the Separation and governs, among other matters, (1) the allocation of assets and liabilities to the Company and Medtronic (including the Company’s indemnification obligations, for potentially uncapped amounts, for certain liabilities relating to the Company’s business activities, whether incurred prior to or following the completion of the IPO) and (2) certain matters with respect to the IPO and Medtronic’s intended tax-free distribution to its shareholders of all or a portion of its remaining equity interest in the Company (such distribution, the “ Divestment ”). evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Material Agreements MiniMed Group, Inc. entered into Transition Services Agreement with Medtronic plc. - Action: entry - Counterparty: Medtronic plc source text: • Transition Services Agreement, pursuant to which Medtronic provides to the Company and the Company provides to Medtronic certain services for a limited period of time following the completion of the Separation. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Material Agreements MiniMed Group, Inc. entered into merger agreement with Kangaroo US HoldCo 2, Inc. (effective 2026-03-05). - Action: entry - Agreement: merger - Counterparty: Kangaroo US HoldCo 2, Inc. - Effective: 2026-03-05 source text: On March 5, 2026, the Company entered into a merger agreement with KH2 and KH2 merged with and into the Company, with the Company surviving the merger. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm - Material Agreements MiniMed Group, Inc. entered into Registration Rights Agreement with Medtronic plc. - Action: entry - Counterparty: Medtronic plc source text: • Registration Rights Agreement, pursuant to which the Company has granted Medtronic certain registration rights with respect to the shares of Common Stock owned by Medtronic following the completion of the IPO. evidence_url: https://www.sec.gov/Archives/edgar/data/2062583/000162828026016018/0001628280-26-016018-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.