BAX · 8-K · 20260804PR052180
Outstanding Indebtedness
BAXTER INTERNATIONAL INC · 2026-08-04 · Importance 64 · Surprise 42 · In source text
Baxter commenced cash tender offers to repurchase up to $500 million of aggregate purchase price, excluding accrued and unpaid interest, across four senior-note series. The targeted notes include $750 million of 3.132% senior notes due 2051, $450 million of 3.500% senior notes due 2046, $257.434 million of 4.500% senior notes due 2043, and $1.550 billion of 2.539% senior notes due 2032. Baxter will use a waterfall based on acceptance priority, beginning with the 2051 notes and proceeding through the 2046, 2043, and 2032 notes, subject to the $500 million cap. Holders tendering by August 17, 2026, may receive an early-tender premium of $30 per $1,000 principal amount, with early settlement expected August 20, 2026, and final settlement expected September 3, 2026.
Key facts
- Baxter commenced cash tender offers for notes such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $500 million. source
- The Company will accept validly tendered Notes such that the aggregate purchase price payable does not exceed the Offer Cap of $500 million, and the Company may increase, decrease or waive that amount. source
- At the Early Settlement Date the Company will accept for purchase all Notes validly tendered at or before the Early Tender Time and not validly withdrawn, starting with the 3.132% Senior Notes due 2051, then 3.500% Senior Notes due 2046, then 4.500% Senior Notes due 2043, then 2.539% Senior Notes due 2032, subject to the Offer Cap. source
- On the Final Settlement Date, to the extent the Offer Cap has not been reached, the Company will accept validly tendered and not validly withdrawn Notes of each series not previously purchased on the Early Settlement Date in order of their Acceptance Priority Levels, subject to the Offer Cap. source
- 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. source
- All Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of Acceptance Priority Levels of the Notes tendered after the Early Tender Time. source
- 3.132% Senior Notes due 2051 have CUSIP 071813CV9 and an Outstanding Principal Amount of $750,000,000. source
- 3.500% Senior Notes due 2046 have CUSIP 071813BP3 and an Outstanding Principal Amount of $450,000,000. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| cash | negative | probable | — | Baxter commenced cash tender offers for notes such that the aggregate purchase price, not including accrued and unpaid interest, payable… |
| liability | negative | probable | — | Baxter commenced cash tender offers for notes such that the aggregate purchase price, not including accrued and unpaid interest, payable… |
| cash | negative | probable | — | The Early Tender Premium is $30 per $1,000 principal amount for each series of Notes. |