Baxter (NYSE: BAX) draws $1.38B into $600M note buyback
Rhea-AI Filing Summary
Baxter International Inc. (BAX) reported two major financing actions. First, it entered into Amendment No. 2 to its amended and restated five-year credit agreement. The amendment increases the maximum net leverage ratio covenant for five fiscal quarters through September 30, 2027 and removes Baxter World Trade SRL as a borrower, while leaving the rest of the credit agreement in place.
Second, Baxter detailed early results and pricing for its previously announced cash tender offers for four series of senior notes and increased the aggregate purchase price cap (the Offer Cap) from $500 million to $600 million. As of the Early Tender Time on August 17, 2026, holders had tendered $421.99 million of 3.132% notes due 2051, $132.199 million of 3.500% notes due 2046, $72.744 million of 4.500% notes due 2043 and $756.712 million of 2.539% notes due 2032. Baxter priced the offers using a waterfall acceptance methodology tied to U.S. Treasury benchmarks and expects to purchase Notes corresponding to a $600 million aggregate purchase price on the August 20, 2026 Early Settlement Date, including all tendered notes in the first three series and a prorated portion of the 2032 notes.
Positive
- Baxter plans to retire up to $600 million of outstanding senior notes via upsized cash tender offers, which reduces gross debt and interest expense on multiple longer-dated maturities.
- The company successfully attracted strong early participation, with holders tendering over $1.38 billion in aggregate principal across four note series by the Early Tender Time, providing flexibility to shape its debt maturity profile.
Negative
- Baxter amended its credit agreement to temporarily increase its maximum net leverage ratio covenant for five quarters, signaling that leverage levels or near-term metrics could otherwise have approached existing covenant limits.
Filing Explained
Baxter says the tender-offer conditions were satisfied or waived and expects to accept and pay
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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 after amendment: $600 million
Offer Cap before amendment: $500 million
Principal tendered 3.132% 2051 Notes: $421,990,000
+5 more
8 metrics
Offer Cap after amendment
$600 million
Aggregate purchase price cap for all notes in the cash tender offers, excluding accrued interest
Offer Cap before amendment
$500 million
Previously announced aggregate purchase price cap before being increased to $600 million
Principal tendered 3.132% 2051 Notes
$421,990,000
Aggregate principal amount of 3.132% Senior Notes due 2051 tendered by the Early Tender Time
Principal tendered 2.539% 2032 Notes
$756,712,000
Aggregate principal amount of 2.539% Senior Notes due 2032 tendered by the Early Tender Time
Proration factor for 2032 Notes
31.37%
Proration factor applied to early-tendered 2.539% Senior Notes due 2032 to respect the Offer Cap
Early Tender Premium
$30 per $1,000
Premium included in Total Consideration for notes validly tendered by the Early Tender Time
Total Consideration 2051 Notes
$587.34
Per $1,000 principal, including Early Tender Premium, for 3.132% Senior Notes due 2051
Early Settlement Date
August 20, 2026
Date Baxter expects to pay consideration and accrued interest for accepted notes
Key Terms
net leverage ratio covenant, Offer Cap, Acceptance Priority Levels, Early Tender Premium, +2 more
6 terms
net leverage ratio covenant financial
"to amend the net leverage ratio covenant to increase the maximum net leverage ratio"
Offer Cap financial
"to increase the aggregate purchase price (excluding accrued and unpaid interest, the “Offer Cap”)"
Acceptance Priority Levels financial
"using a “waterfall” methodology under which the Company will accept the Notes in order of their respective Acceptance Priority Levels"
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.
Reference U.S. Treasury Security financial
"over the applicable yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”)"
A reference U.S. Treasury security is a specific government bond or bill used as the standard benchmark for pricing and comparing other investments. Investors treat it like a yardstick for the “risk-free” interest rate, so its yield influences borrowing costs, bond prices and the extra return demanded for riskier assets; think of it as the baseline price everyone uses to judge other financial deals.
waterfall methodology financial
"using a “waterfall” methodology under which the Company will accept the Notes in order"
A waterfall methodology is a step-by-step project approach where work moves through a fixed sequence of stages — such as planning, design, execution and testing — with each phase completed before the next begins. For investors, it signals predictability and clear checkpoints for delivery and cost, but also less flexibility to change course midstream; think of it like an assembly line that runs smoothly if the plan is right but can be costly and slow to adjust if problems arise.
FAQ
What did Baxter International Inc. (BAX) change in its credit agreement?
Baxter entered Amendment No. 2 to its five-year credit agreement, raising the maximum net leverage ratio covenant for five fiscal quarters through September 30, 2027 and removing Baxter World Trade SRL as a borrower, while leaving other terms under the Amended Credit Agreement in effect.
How large are Baxter’s upsized cash tender offers for its notes (BAX)?
Baxter increased the aggregate purchase price cap, or Offer Cap, for its cash tender offers from $500 million to $600 million, excluding accrued interest. The company expects to buy notes up to this $600 million purchase-price cap using a waterfall acceptance methodology.
Which Baxter (BAX) note series are included in the cash tender offers and how much was tendered early?
The offers cover Baxter’s 3.132% 2051, 3.500% 2046, 4.500% 2043, and 2.539% 2032 senior notes. By the Early Tender Time, holders tendered $421.99M, $132.199M, $72.744M, and $756.712M in principal, respectively, subject to a $600M purchase-price cap.
What pricing terms and proration apply to Baxter’s 2032 notes in the tender offers (BAX)?
For the 2.539% notes due 2032, Baxter set Total Consideration of $867.59 per $1,000 principal, determined relative to a 4.375% U.S. Treasury. Due to the Offer Cap, only a portion is accepted, using a 31.37% proration factor on valid early tenders.
Will Baxter (BAX) accept any notes tendered after the Early Tender Time?
No. Because early tenders already exceeded the $600 million Offer Cap, Baxter announced there will be no Final Settlement Date. Notes tendered after the 5:00 p.m. New York City Early Tender Time on August 17, 2026 will not be accepted for purchase.
When will Baxter (BAX) settle payments for notes accepted in the tender offers?
Baxter expects to pay the applicable Total Consideration plus accrued and unpaid interest for notes accepted in the offers on August 20, 2026, the Early Settlement Date, in accordance with DTC procedures described in the Offer to Purchase.
How does Baxter (BAX) calculate the Total Consideration for each note series?
Total Consideration per $1,000 principal is determined by adding a fixed spread, in basis points, over the yield of a specified Reference U.S. Treasury Security, and includes a $30 Early Tender Premium. The exact amounts vary by series and are set at the Price Determination Time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 18, 2026
| (Exact name of registrant as specified in its charter) | |||||
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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:
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 1.01 Entry into a Material Definitive Agreement.
Amendment to the Credit Agreement
On August 18, 2026, Baxter International Inc. (the “Company”) entered into an amendment (“Amendment No. 2”) to the amended and restated five-year credit agreement dated June 11, 2025, among the Company, as Borrower Representative, Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended by that certain Amendment No. 1, dated as of November 25, 2025 and as further amended, restated, modified or supplemented from time to time, the “Amended Credit Agreement”). The purpose of Amendment No. 2 is (i) to amend the net leverage ratio covenant to increase the maximum net leverage ratio for the five fiscal quarters ending September 30, 2026, December 31, 2026, March 31, 2027, June 30, 2027, and September 30, 2027, and (ii) to remove Baxter World Trade SRL as a Borrower under the Amended Credit Agreement.
The description above is a summary of Amendment No. 2 and is qualified in its entirety by the complete text of Amendment No. 2, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meaning as ascribed to them in the Amended Credit Agreement.
Item 8.01 Other Events.
Tender Offers
On August 18, 2026, the Company issued a press release announcing the early tender results in connection with the previously announced cash tender offers (each, an “Offer” and together, the “Offers”) to purchase 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”). The Company also announced that it is increasing the aggregate purchase price (excluding accrued and unpaid interest, the “Offer Cap”) of the Offers to purchase one or more series of the Notes, to up to $600 million, from the previously announced Offer Cap of $500 million. A copy of the early tender results and upsize press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 18, 2026, the Company also issued a press release announcing the pricing of the Offers and that there will be no Final Settlement Date (as defined in the related offer to purchase of the Company, dated August 4, 2026, as amended (the "Offer to Purchase")), and no Notes tendered after August 17, 2026 will be accepted for purchase. A copy of the pricing press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
This Current Report on Form 8-K, including the press releases 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. 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.
| Exhibit Number | Description | |||||||
| 10.1 | Amendment No. 2, dated as of August 18, 2026, to the Amended and Restated Five-Year Credit Agreement, dated as of June 11, 2025, among Baxter International Inc. as Borrower Representative, Baxter Healthcare SA, JPMorgan Chase Bank, National Association, as Administrative Agent, and certain other financial institutions named therein. | |||||||
| 99.1 | Press Release (Early Tender Results and Upsizing) Dated August 18, 2026 | |||||||
| 99.2 | Press Release (Pricing) Dated August 18, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 18, 2026
| BAXTER INTERNATIONAL INC. | ||||||||
| By: | /s/ Anita A. Zielinski | |||||||
| Name: | Anita A. Zielinski | |||||||
| Title: | Interim Chief Financial Officer and Senior Vice President, | |||||||
| Chief Accounting Officer and Controller | ||||||||
Exhibit 99.1
BAXTER ANNOUNCES EARLY TENDER RESULTS AND UPSIZING OF PREVIOUSLY ANNOUNCED CASH TENDER OFFERS
DEERFIELD, Ill., Aug. 18, 2026 - Baxter International Inc. (NYSE:BAX) (“Baxter” or the “Company”) today announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”). The Offers are being made pursuant to an Offer to Purchase, dated Aug. 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a description of the terms of the Offers.
In addition, the Company has exercised its previously disclosed right to amend the terms of the Offers to increase the aggregate purchase price (excluding accrued and unpaid interest, the “Offer Cap”) for all Notes validly tendered and accepted for purchase pursuant to the Offers from the previously announced Offer Cap of $500 million to $600 million. Except as described in this press release, the terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged.
The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on Aug. 17, 2026 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on Aug. 17, 2026 (the “Withdrawal Deadline”) and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn, except where additional withdrawal rights are required by law.
Acceptance Priority Level(1) | Title of Security | CUSIP Number(2) | Outstanding Principal Amount | Aggregate Principal Amount Tendered at Early Tender Time | ||||||||||
| 1 | 3.132% Senior Notes due 2051 | 071813 CV9 | $750,000,000 | $421,990,000 | ||||||||||
| 2 | 3.500% Senior Notes due 2046 | 071813 BP3 | $450,000,000 | $132,199,000 | ||||||||||
| 3 | 4.500% Senior Notes due 2043 | 071813 BG3 | $257,434,000 | $72,744,000 | ||||||||||
| 4 | 2.539% Senior Notes due 2032 | 071813 CS6 071813 CQ0 U07181BF3 | $1,550,000,000 | $756,712,000 | ||||||||||
(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 $600 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.
The consideration to be paid for the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers will be determined at 10:00 a.m., New York City time, on Aug. 18, 2026 (the “Price Determination Time”) in the manner described in the Offer to Purchase by reference to a fixed spread for each of the Notes over the applicable yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will be eligible to receive the applicable “Total Consideration,” which includes an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”). The Early Tender Premium will be included in the Total Consideration for each series of
Notes, and will not constitute an additional or increased payment. In addition, in each case, holders whose Notes are accepted for purchase 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 Aug. 20, 2026 (the “Early Settlement Date”). 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 expects to issue a press release on Aug. 18, 2026 announcing the Total Consideration payable in connection with the Offers.
The Company expressly reserves the right, in its sole discretion, subject to applicable law, to: (i) terminate any or all of the Offers and not accept for purchase any of the Notes not theretofore accepted for purchase in the terminated Offer or Offers; (ii) waive any and all of the conditions to the Offers on or prior to the time the Notes are accepted for purchase in any or all of the Offers; (iii) accept for purchase and pay for all Notes validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline in any or all of the Offers; (iv) to keep any or all of the Offers open or extend the Early Tender Time, Withdrawal Deadline or time in which the Offers are scheduled to expire to a later date and time; (v) increase or decrease the Offer Cap or change the Acceptance Priority Levels; or (vi) otherwise amend the terms and conditions of the Offers.
Information Relating to the Offers
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 was distributed to holders beginning Aug. 4, 2026. 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 which 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
Exhibit 99.2
BAXTER ANNOUNCES PRICING FOR ITS UPSIZED CASH TENDER OFFERS
DEERFIELD, Ill., Aug. 18, 2026 - Baxter International Inc. (NYSE:BAX) (“Baxter” or the “Company”) today announced the pricing terms for its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) of the Company's validly tendered (and not validly withdrawn) notes set forth below (the “Notes”) using a “waterfall” methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the table below (the “Acceptance Priority Levels”). The Offers are being made pursuant to an Offer to Purchase, dated Aug. 4, 2026, as amended by the Company’s press release relating to the early tender results and upsizing of the Offers issued on Aug. 18, 2026 (as it may be further amended or supplemented from time to time, the “Offer to Purchase”) which sets forth a description of the terms of the Offers. As previously announced, the Company has exercised its right to amend the terms of the Offers to increase the aggregate purchase price (excluding accrued and unpaid interest) (the “Offer Cap”) for all Notes validly tendered and accepted for purchase pursuant to the Offers from $500 million to $600 million.
As of 10:00 a.m. New York City time, on Aug. 18, 2026 (the “Price Determination Time”), the Company expects to accept for purchase pursuant to the Offers the full amount of the 3.132% Senior Notes due 2051 (which have an Acceptance Priority Level of 1), the full amount of the 3.500% Senior Notes due 2046 (which have an Acceptance Priority Level of 2), the full amount of the 4.500% Senior Notes due 2043 (which have an Acceptance Priority Level of 3) and a portion of the 2.539% Senior Notes due 2032 (which have an Acceptance Priority Level of 4) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 31.37%, so that the aggregate purchase price does not exceed the Offer Cap.
The “Total Consideration” to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on Aug. 17, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the Offers, includes an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”), which will not constitute an additional or increased payment. In addition to the applicable Total Consideration, holders who validly tender and do not validly withdraw their Notes, and whose Notes are accepted for purchase in the Offers 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 Aug. 20, 2026 (the “Early Settlement Date”). The Total Consideration has been determined in the manner described in the Offer to Purchase by reference to a fixed spread for each of the Notes over the applicable yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”), determined at the Price Determination Time as specified in the table below and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.”
The table below includes only the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time that the Company expects to accept for purchase pursuant to the Offers.
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) | Total Consideration(4) | Proration Factor | Aggregate Principal Amount Accepted for Purchase | ||||||||||||||||||||
| 1 | 3.132% Senior Notes due 2051 | 071813 CV9 | $750,000,000 | 4.750% UST due 2/15/56 | FIT 1 | +115 | $587.34 | 100% | $421,990,000 | ||||||||||||||||||||
| 2 | 3.500% Senior Notes due 2046 | 071813 BP3 | $450,000,000 | 5.000% UST due 5/15/46 | FIT 1 | +110 | $675.17 | 100% | $132,190,000 | ||||||||||||||||||||
| 3 | 4.500% Senior Notes due 2043 | 071813 BG3 | $257,434,000 | 5.000% UST due 5/15/46 | FIT 1 | +130 | $788.14 | 100% | $72,744,000 | ||||||||||||||||||||
| 4 | 2.539% Senior Notes due 2032 | 071813 CS6 071813 CQ0 U07181 BF3 | $1,550,000,000 | 4.375% UST due 7/31/31 | FIT 1 | +100 | $867.59 | 31.37% | $236,930,000 | ||||||||||||||||||||
(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 $600 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) Per $1,000 principal amount. Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes.
All conditions of the Offers were deemed satisfied by the Company, or timely waived by the Company. Accordingly, the Company expects to accept for purchase, and pay for, $600 million aggregate purchase price of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date.
Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on Sept. 1, 2026, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on Aug. 20, 2026 (the “Early Settlement Date”) will be returned to holders promptly after the Early Settlement Date.
Information Relating to the Offers
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 was distributed to holders beginning Aug. 4, 2026. 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 which 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