Baxter Announces Pricing for Its Upsized Cash Tender Offers

DEERFIELD, Ill.--(BUSINESS WIRE)--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cash tender offers (each, an “Offer” and collectively, the “Offers”) of the Company's validly tendered (and not validly withdrawn) notes set forth below (the “Notes”) using a “waterfall” methodology under which the Company will accept the Notes in order of their respective acceptance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of the 2.539% Senior Notes due 2032 (which have an Acceptance Priority Level of 4) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately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 The “Total Consideration” to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on Aug. 17, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the Offers, includes an early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% $132,199,000 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 U07181BF3 $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 StatementsRead the full story here

Baxter Announces Pricing for Its Upsized Cash Tender Offers

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