Baxter International (NYSE: BAX) starts $500M bond tender
Rhea-AI Filing Summary
Baxter International Inc. has commenced cash tender offers to purchase for cash certain outstanding senior notes, using a “waterfall” process, for an aggregate purchase price of up to $500 million excluding accrued and unpaid interest (the “Offer Cap”). The offers cover four series: 3.132% Senior Notes due 2051, 3.500% Senior Notes due 2046, 4.500% Senior Notes due 2043 and 2.539% Senior Notes due 2032, each with its own acceptance priority level.
Holders who tender by the Early Tender Time of 5:00 p.m. New York City time on August 17, 2026 and whose notes are accepted receive “Total Consideration” that includes an Early Tender Premium of $30 per $1,000 principal. The offers expire at 5:00 p.m. New York City time on September 1, 2026, with early settlement expected on August 20, 2026 and final settlement on September 3, 2026. The offers are not conditioned on one another or on any minimum tender and remain subject to conditions described in the Offer to Purchase.
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Filing Explained
The
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Offer Cap: $500 million
Outstanding principal 3.132% Notes 2051: $750,000,000
Outstanding principal 3.500% Notes 2046: $450,000,000
+5 more
8 metrics
Offer Cap
$500 million
Maximum aggregate purchase price for notes, excluding accrued and unpaid interest
Outstanding principal 3.132% Notes 2051
$750,000,000
Outstanding principal amount of 3.132% Senior Notes due 2051 included in the offers
Outstanding principal 3.500% Notes 2046
$450,000,000
Outstanding principal amount of 3.500% Senior Notes due 2046 included in the offers
Outstanding principal 4.500% Notes 2043
$257,434,000
Outstanding principal amount of 4.500% Senior Notes due 2043 included in the offers
Outstanding principal 2.539% Notes 2032
$1,550,000,000
Outstanding principal amount of 2.539% Senior Notes due 2032 included in the offers
Early Tender Premium
$30 per $1,000
Premium included in Total Consideration for notes tendered by the Early Tender Time
Early Tender Time
5:00 p.m. NYT, August 17, 2026
Deadline to qualify for Total Consideration including the Early Tender Premium
Expiration Time
5:00 p.m. NYT, September 1, 2026
Scheduled expiration of each tender offer, unless extended or earlier terminated
Key Terms
cash tender offers, Acceptance Priority Levels, Early Tender Premium, Offer Cap, +1 more
5 terms
cash tender offers financial
"Baxter International Inc. today announced that it has commenced cash tender offers"
A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.
Acceptance Priority Levels financial
"accepted based on the acceptance priority levels noted in the table above"
A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.
Offer Cap financial
"aggregate purchase price payable in respect of such Notes does not exceed $500 million (the “Offer Cap”)"
Reference Treasury Security financial
"reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”)"
A reference treasury security is a specific government bond or bill chosen as the benchmark for valuing or comparing another debt instrument. Think of it like a standard weight on a scale: investors use its yield and price as the baseline to measure risk, set interest spreads, and discount future payments, so changes in that benchmark directly affect how other bonds and interest-sensitive assets are priced.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Baxter International (BAX) offering to do in this 8-K announcement?
Baxter International is launching cash tender offers to buy back certain outstanding senior notes for an aggregate purchase price of up to $500 million, subject to terms and conditions in its Offer to Purchase.
Which Baxter (BAX) notes are included in the cash tender offers?
The offers cover Baxter’s 3.132% Notes due 2051, 3.500% Notes due 2046, 4.500% Notes due 2043, and 2.539% Notes due 2032, each assigned an acceptance priority level under a waterfall methodology.
What is the maximum amount Baxter (BAX) will spend under the tender offers?
Baxter has set an Offer Cap of $500 million in aggregate purchase price, excluding accrued and unpaid interest. The company may increase, decrease, or waive this cap as described in the Offer to Purchase.
What are the key deadlines for Baxter’s (BAX) cash tender offers?
The Early Tender Time and Withdrawal Deadline are 5:00 p.m. New York City time on August 17, 2026. The offers expire at 5:00 p.m. New York City time on September 1, 2026, with settlement dates expected on August 20 and September 3, 2026.
What incentive do early tendering noteholders of Baxter (BAX) receive?
Holders who validly tender by the Early Tender Time and are accepted receive the Total Consideration, which includes an Early Tender Premium of $30 per $1,000 principal amount, plus accrued and unpaid interest to the applicable settlement date.
How will Baxter (BAX) prioritize which notes to buy in the tender offers?
Baxter will apply Acceptance Priority Levels in a waterfall: first 3.132% Notes due 2051, then 3.500% due 2046, then 4.500% due 2043, and finally 2.539% due 2032, in each case subject to the $500 million Offer Cap.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | ||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(224 ) 948-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Item 8.01 Other Events.
On August 4, 2026, Baxter International Inc. (the “Company”) issued a press release announcing the commencement of cash tender offers (each, an “Offer” and together, the “Offers”) to purchase up to $500 million in aggregate purchase price (excluding accrued and unpaid interest) of one or more series of the Company’s outstanding 3.132% Senior Notes due 2051, 3.500% Senior Notes due 2046, 4.500% Senior Notes due 2043 and 2.539% Senior Notes due 2032 (together, the “Notes”), upon the terms and subject to the conditions set forth in the Company’s offer to purchase (as discussed below). A copy of the press release announcing the Offers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
This Current Report on Form 8-K, including the press release incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any Notes. The Offers are being made only pursuant to the offer to purchase of the Company, dated August 4, 2026. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release Dated August 4, 2026 | ||||
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Baxter International Inc. | |||||||||||||||||
| By: | /s/ Anita A. Zielinski | ||||||||||||||||
| Name: | Anita A. Zielinski | ||||||||||||||||
| Date: August 4, 2026 | Title: | Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller | |||||||||||||||
Exhibit 99.1
BAXTER ANNOUNCES CASH TENDER OFFERS
DEERFIELD, Ill., Aug. 4, 2026 - Baxter International Inc. (NYSE:BAX) (“Baxter” or the “Company”) today announced that it has commenced cash tender offers (each, an “Offer” and collectively, the “Offers”) for the maximum principal amount of validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”), such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $500 million.
The terms and conditions of the Offers are being made pursuant to an Offer to Purchase, dated August 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
A summary of the Offers to purchase the Notes is outlined below:
Acceptance Priority Level(1) | Title of Security | CUSIP Number(2) | Outstanding Principal Amount | Reference U.S. Treasury Security | Bloomberg Reference Page(3) | Fixed Spread (bps) | Early Tender Premium (4) (5) | ||||||||||||||||
| 1 | 3.132% Senior Notes due 2051 | 071813 CV9 | $750,000,000 | 4.750% UST due 2/15/56 | FIT 1 | +115 | $30 | ||||||||||||||||
| 2 | 3.500% Senior Notes due 2046 | 071813 BP3 | $450,000,000 | 5.000% UST due 5/15/46 | FIT 1 | +110 | $30 | ||||||||||||||||
| 3 | 4.500% Senior Notes due 2043 | 071813 BG3 | $257,434,000 | 5.000% UST due 5/15/46 | FIT 1 | +130 | $30 | ||||||||||||||||
| 4 | 2.539% Senior Notes due 2032 | 071813 CS6 071813 CQ0 U07181BF3 | $1,550,000,000 | 4.375% UST due 7/31/31 | FIT 1 | +100 | $30 | ||||||||||||||||
(1)The Company is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offer for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $500 million using a “waterfall” methodology under which the Company will accept the Notes in order of their respective Acceptance Priority Levels (as defined below).
(2)CUSIPs are provided for the convenience of the holders of the Notes. No representation is made as to the correctness or accuracy of such numbers.
(3)The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Time (as defined in the Offer to Purchase), the Dealer Managers referred to below will quote the applicable Reference Treasury Security (as defined below) from the updated Bloomberg Reference Page.
(4)The Total Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium (as defined below) of $30 per $1,000 principal amount is included in the Total Consideration for each series of Notes set forth above and does not constitute an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable.
(5)Per $1,000 principal amount.
Each Offer is scheduled to expire at 5:00 p.m., New York City time, on September 1, 2026, unless extended or earlier terminated by the Company (such date and time, as the same may be extended or earlier terminated with respect to each Offer, the “Expiration Time”). To receive the Total Consideration, holders of the Notes must validly tender and not validly withdraw Notes at or prior to 5:00 p.m., New York City time, on August 17, 2026, unless such deadline is extended with respect to the applicable Offer(s) (such date and time, as the same may be extended with respect to each Offer, the “Early Tender Time”). Notes validly tendered may not be validly withdrawn after 5:00 p.m., New York City time, on August 17, 2026, unless such deadline is extended with respect to the applicable Offer (such date and time, as the same may be extended, the “Withdrawal Deadline”). Payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Early Tender Time are expected to settle on August 20, 2026 (the “Early Settlement Date”). Payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase after the Early Tender Time but at or prior to the applicable Expiration Time are expected to settle on September 3, 2026 (the “Final Settlement Date”).
The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified in the table above and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Time that are accepted for purchase will be eligible to receive the “Total Consideration,” which includes an early tender premium of $30 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). The Early Tender Premium is included in the Total Consideration for each series of Notes and does not constitute an additional or increased payment. Holders of Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time and whose Notes are accepted for purchase will be entitled to receive only the Total Consideration for such series of Notes minus the applicable Early Tender Premium. In addition, in each case, holders of any purchased Notes will also receive any applicable accrued and unpaid interest on those Notes in accordance with DTC procedures, regardless of the record dates with respect to each series of Notes, payable on the applicable settlement date.
The Company will accept for purchase for cash the maximum principal amount of validly tendered (and not validly withdrawn) Notes for which the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes does not exceed $500 million (the “Offer Cap”), which amount the Company may increase, decrease or waive, as provided in the Offer to Purchase and subject to applicable law. Subject to the satisfaction or waiver of the conditions of the Offers, Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time will be accepted based on the acceptance priority levels noted in the table above (the “Acceptance Priority Levels”). All Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels of the Notes tendered after the Early Tender Time.
Subject to the satisfaction or waiver of the conditions of the Offers, the “Acceptance Priority Procedures” will operate as follows: (1) at the Early Settlement Date, the Company will accept for purchase all Notes of each series validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline, starting with the 3.132% Senior Notes due 2051 (which have an Acceptance Priority Level of 1), followed by the 3.500% Senior Notes due 2046 (which have an Acceptance Priority Level of 2), followed by the 4.500% Senior Notes due 2043 (which have an Acceptance Priority Level of 3), followed by the 2.539% Senior Notes due 2032 (which have an Acceptance Priority Level of 4), subject to the Offer Cap; and (2) on the Final Settlement Date, to the extent the Company has not already accepted Notes with an aggregate purchase price payable in respect of such Notes equal to the Offer Cap, it will accept for purchase validly tendered and not validly withdrawn Notes of each series not previously purchased on the Early Settlement Date in order of their respective Acceptance Priority Levels, subject to the Offer Cap.
Information Relating to the Offers
None of the Offers is conditioned on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered. The Company’s obligation to purchase, and to pay for, any Notes validly tendered pursuant to the Offers is subject to and conditioned upon the satisfaction of, or the Company’s waiver of, the conditions described in the Offer to Purchase.
The Offer to Purchase is being distributed to holders beginning today. BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as lead dealer managers for the Offers and Citigroup Global Markets, Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC are acting as co-dealer managers for the Offers. Investors with questions regarding the Offers may contact BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 388-0539 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect). D.F. King & Co., Inc. is the tender and information agent for the Offers and can be contacted at (800) 967-5051 (toll-free) or (646) 677-2521 (collect) and email at bax@dfking.com.
None of the Company or its subsidiaries or affiliates, their respective boards of directors, the Company’s management, the dealer managers, the tender and information agent, the trustee with respect to any series of Notes, any registrar, any paying agent or any of its or their affiliates, as applicable is making any recommendation as to whether holders should tender any securities in response to any of the Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of the Notes must make their own decisions as to whether to tender any of their securities, and, if so, the principal amount of securities to tender.
The full details of the Offers, including complete instructions on how to tender the Notes, are included in the Offer to Purchase. Holders of the Notes are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge by calling toll-free at (800) 967-5051 (bankers and brokers can call collect at (646) 677-2521) or by email at bax@dfking.com.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.
About Baxter
At Baxter, we are everywhere healthcare happens – and everywhere it is going, with essential solutions in the hospital, physician's office and other sites of care. For nearly a century, our customers have counted on us as a vital and trusted partner. And every day, millions of patients and healthcare providers rely on our unmatched portfolio of connected solutions, medical devices, and advanced injectable technologies. Approximately 37,500 Baxter team members live our enduring Mission: to Save and Sustain Lives. Together, we are redefining how care is delivered to make a greater impact today, tomorrow, and beyond.
Forward-Looking Statements
This release includes forward-looking statements concerning the Company’s financial results (including the updated outlook for full-year 2026) and certain product development activities. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: the Company is exposed to risks as a result of its strategic actions; the Company may not achieve the anticipated benefits of its significant transactions, including the sale of its Kidney Care business and its acquisition of Hill-Rom Holdings, Inc.; the Company’s significant indebtedness requires it to use a substantial amount of its cash flow for debt service and constrains the Company’s ability to pursue growth strategies and advance its R&D capabilities; there is substantial competition in the product markets in which the Company operates and the risk of declining demand and pricing pressures could
adversely affect the Company’s business, results of operations, financial condition and cash flows; the Company may be unable to successfully introduce or monetize new and existing products or services or keep pace with changing consumer preferences and needs or advances in technology; the Company may not achieve its financial goals; the Company has experienced disruptions in its supply chain and may experience additional disruptions in the future; global economic conditions, including inflation, have adversely affected, and could continue to adversely affect, the Company’s operations; the Company is subject to risks associated with doing business globally, including changes in tariffs and trade policies and treaties as well as the ongoing Iran conflict and other geopolitical events; the Company may be unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price; the Company may experience manufacturing, sterilization, supply, or distribution difficulties; the Company has experienced and may continue to experience issues with quality management or product quality; the Company may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions; continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate the Company’s ability to sell to certain of its significant market segments; segments of the Company’s business are significantly dependent on major contracts with group purchasing organizations, integrated delivery networks, and certain other distributors and purchasers; the Company’s operating results and financial condition have fluctuated and may in the future continue to fluctuate; management transition creates uncertainties, and the Company may experience difficulties in managing such transitions, including attracting and retaining key employees; changes in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on the Company’s results of operations, financial condition, cash flows, and liquidity; future material impairments in the value of the Company’s goodwill, intangible assets, and other long-lived assets would negatively affect the Company’s operating results; the Company has experienced and may in the future experience breaches and breakdowns affecting its information technology systems or protected information, including from obsolescence, cybersecurity breaches and data leakage; the Company is exposed to risks associated with incorporating artificial intelligence (AI), machine learning and other emerging technologies into our products, services and operations; a portion of the Company’s workforce is unionized, and the Company could face labor disruptions that would interfere with its operations; the effects of climate change, including legal, regulatory, or market measures related to climate change and other sustainability topics, could adversely affect the Company’s business, results of operations, financial condition, and cash flows; the Company’s goals, activities, and disclosures related to sustainability and corporate responsibility matters, and the perception of the Company’s activities in these areas, may fail to satisfy the differing expectations of key stakeholders on these matters; the Company is subject to laws and regulations globally, and its failure to comply with rapidly changing and increasingly divergent expectations of regulators in different jurisdictions could adversely impact the Company; if reimbursement or other payment for our current or future products is reduced or modified in the U.S. or in foreign countries, or there are changes to policies with respect to pricing, taxation, or rebates, the Company’s business could suffer; increasing regulatory focus on, and expanding laws relating to, privacy, AI, and cybersecurity could impact the Company’s business and expose it to increased liability; the Company is party to a number of pending lawsuits and other disputes which may adversely impact it; changes in tax laws or exposure to additional income tax liabilities may have a negative impact on the Company’s operating results; the Company could be subject to fines or damages and possible exclusion from participation in federal or state healthcare programs if it fails to comply with the laws and regulations applicable to its business; if the Company is unable to protect or enforce its patents or other proprietary rights, or if the Company becomes subject to claims or litigation alleging infringement of the patents or other proprietary rights of others, the Company’s competitiveness and business prospects may be materially damaged; the Company’s Amended and Restated Bylaws could limit its stockholders’ ability to choose their preferred judicial forum for disputes with the Company or its directors, officers, or employees; the Company recently decreased its quarterly dividend to $0.01 per share and cannot guarantee that it will increase the amount of dividends it pays, or that it will not cease paying dividends; the Company’s common stock price has fluctuated significantly and may continue to do so; and other risks discussed in the Company’s most recent filings on Form 10-K and Form 10-Q and other SEC filings, all of which are available on the Company's website. The Company does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws.
Baxter and Novum IQ are trademarks of Baxter International Inc.
Contacts
Media Contact:
Stacey Eisen, (224) 948-5353
media@baxter.com
Investor Contact:
Kevin Moran, (224) 948-3085
global_corp_investor_relations@baxter.com