Baxter International Inc.
12/22/2025 | Press release | Distributed by Public on 12/22/2025 16:00
Material Event (Form 8-K)
Item 8.01 Other Events.
Final Results of Tender Offers
On December 22, 2025 (the "Final Settlement Date"), Baxter International Inc. (the "Company") effected the final settlement of the Company's previously announced cash tender offers (each, a "Tender Offer" and together, the "Tender Offers") to purchase (i) any and all of its 2.600% senior unsecured notes due 2026 (the "2026 Notes") and (ii) a portion of its 1.915% senior unsecured notes due 2027 in an aggregate purchase price up to $600 million (the "2027 Notes", and together with the 2026 Notes, the "Notes"). The Tender Offers expired at 5:00 p.m., New York City time, on December 18, 2025 (the "Expiration Time").
As previously reported, on December 8, 2025 (the "Early Settlement Date"), the Company purchased $420,589,000 aggregate principal amount of 2026 Notes and $614,370,000 aggregate principal amount of 2027 Notes that were tendered at or prior to 5:00 p.m., New York City time, on December 3, 2025 (the "Early Tender Date") and satisfied and discharged all outstanding 2026 Notes after giving effect to the repurchase of any 2026 Notes validly tendered in the Tender Offer and not validly withdrawn at or prior to the Early Tender Date. The Tender Offer for the 2027 Notes was fully subscribed as of the Early Tender Date and no additional 2027 Notes were accepted after that date.
An additional $2,610,000 in aggregate principal amount of the 2026 Notes were validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Time (the "Late Tender Notes"). The Late Tender Notes were accepted for purchase at a price of $960.50 per $1,000 of principal amount of such Notes (which did not include the "early tender payment" of $30), plus accrued and unpaid interest on such Notes from the last date on which an interest payment has been paid to, but excluding, the Final Settlement Date.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any 2026 Notes or 2027 Notes.
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