UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On November 16, 2021, Baxter International Inc. (the “Company”) entered into a Purchase Agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers named in Schedule I thereto as Initial Purchasers (the “Initial Purchasers”), pursuant to which the Company agreed to sell, and the Initial Purchasers agreed to purchase, subject to the terms and conditions set forth therein, $800,000,000 aggregate principal amount of 0.868% Senior Notes due 2023, $1,400,000,000 aggregate principal amount of 1.322% Senior Notes due 2024, $1,450,000,000 aggregate principal amount of 1.915% Senior Notes due 2027, $1,250,000,000 aggregate principal amount of 2.272% Senior Notes due 2028, $1,550,000,000 aggregate principal amount of 2.539% Senior Notes due 2032, $750,000,000 aggregate principal amount of 3.132% Senior Notes due 2051, $300,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 and $300,000,000 aggregate principal amount of Floating Rate Senior Notes due 2024 (collectively, the “Notes”), in a private placement that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is expected to close on December 1, 2021, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Purchase Agreement set forth above does not purport to be complete and is qualified by reference in its entirety to the full text of the Purchase Agreement, which is filed as Exhibit 1.01 to this Current Report on Form 8-K and incorporated herein by reference.
The Notes will not be initially registered under the Securities Act, or the securities laws of any other jurisdiction and are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.01 | Purchase Agreement, dated November 16, 2021, between Baxter International Inc. and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers named in Schedule I thereto, | |
| 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: November 17, 2021
| BAXTER INTERNATIONAL INC. | ||
| By: | /s/ Ellen K. Bradford | |
| Name: | Ellen K. Bradford | |
| Title: | Senior Vice President and Corporate Secretary | |