BAX 8-K
Baxter International Inc (BAX)
8-K
2026-08-18
For: 2026-08-18
View Original
Added on
August 18, 2026
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) | |||||
| (State or other jurisdiction of incorporation) | |||||
| (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
( | |||||
| (Registrant’s telephone number, including area code) | |||||
| (Former name or former address, if changed since last report) | |||||
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 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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 10.1
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of August 18, 2026 (this “Amendment”), among Baxter International Inc., a Delaware corporation (the “Borrower Representative”), Baxter Healthcare SA (the “Swiss Borrower” and, together with Borrower Representative, the “Borrowers” and each, a “Borrower”), the Banks party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized undefined terms used in this Amendment shall have the meanings assigned thereto in the Credit Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Borrower Representative, the Swiss Borrower, Baxter World Trade SRL, the financial institutions party thereto (the “Banks”) and the Administrative Agent are party to that certain Amended and Restated Five-Year Credit Agreement, dated as of June 11, 2025 (as amended by that certain Amendment No. 1, dated as of November 25, 2025 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and as further amended by this Amendment, the “Amended Credit Agreement”);
WHEREAS, on the Amendment No. 2 Effective Date and immediately prior to the effectiveness of the amendments contemplated hereby, Baxter World Trade SRL resigned as a Borrower pursuant to Section 5.21 of the Credit Agreement;
WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to make, and have made, certain loans to the Borrowers;
WHEREAS, the Borrowers wish to effect certain amendments to the Credit Agreement in accordance with Section 11.01(a) of the Credit Agreement;
WHEREAS, the Banks party hereto constituting Majority Banks under the Credit Agreement, the Borrowers and the Administrative Agent are willing to agree to the terms of this Amendment and the amendments to the Credit Agreement effected hereby; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties hereto agree as follows:
ARTICLE 1.
AMENDMENTS TO THE CREDIT AGREEMENT
(a) Section 8.02(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(c) Net Leverage Ratio. As of the last day of any fiscal quarter (commencing with the fiscal quarter ending December 31, 2025), permit the Net Leverage Ratio on a pro forma
basis for the applicable Test Period to be greater than the Net Leverage Ratio set forth in the table below:
| Quarter Ending or Ended | Ratio | ||||
| December 31, 2025 | 4.25 to 1.00 | ||||
| March 31, 2026 | 4.25 to 1.00 | ||||
| June 30, 2026 | 4.25 to 1.00 | ||||
| September 30, 2026 | 4.25 to 1.00 | ||||
| December 31, 2026 | 4.25 to 1.00 | ||||
| March 31, 2027 | 4.25 to 1.00 | ||||
| June 30, 2027 | 4.25 to 1.00 | ||||
| September 30, 2027 | 4.00 to 1.00 | ||||
| December 31, 2027 and thereafter | 3.75 to 1.00 | ||||
provided, however, commencing with the fiscal quarter ending December 31, 2027 and for each fiscal quarter thereafter, such Net Leverage Ratio shall be increased to 4.50 to 1.00 for each of the four fiscal quarters ending immediately following the consummation of any Material Acquisition.
(b) Section 11.23 of the Credit Agreement is hereby deleted in its entirety, and all references thereto in the Credit Agreement shall be deemed deleted.
REPRESENTATIONS AND WARRANTIES
Each Borrower represents and warrants to the Banks party hereto that:
(a) The execution, delivery and performance by such Borrower of this Amendment are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting such Borrower, except in the case of this clause (ii) where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower Representative and its Consolidated Subsidiaries (taken as a whole).
(b) The representations and warranties set forth in Article VII of the Amended Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to and as of the Amendment No. 2 Effective Date (as defined below) as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
(c) At the time of and immediately after giving effect to this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing.
ARTICLE 3.
CONDITIONS PRECEDENT
This Amendment shall become effective subject to the satisfaction of the following conditions (which occurred on the date hereof (such date, the “Amendment No. 2 Effective Date”)):
(a) Executed Counterparts. The Administrative Agent shall have received executed counterparts of this Amendment from each Borrower and the Banks constituting the Majority Banks under the Credit Agreement.
(b) Officer’s Certificate. The Administrative Agent shall have received a certificate dated the Amendment No. 2 Effective Date and signed by a Responsible Officer of the Borrower Representative, certifying on behalf of the Borrower Representative the accuracy of the representations and warranties set forth in Article 2 hereof.
(c) Fees and Expenses. The Borrower Representative shall have paid all fees due and payable pursuant to that certain Fee Letter, dated as of August 4, 2026, between the Borrower Representative and the Administrative Agent. All other costs, fees and expenses payable to the Administrative Agent (including, without limitation, legal fees and expenses) shall have been paid on or prior to the Amendment No. 2 Effective Date, to the extent invoiced at least two Business Days prior to the Amendment No. 2 Effective Date.
(d) USA PATRIOT Act, Beneficial Ownership. The Administrative Agent and each requesting Bank shall have received, at least 3 Business Days prior to the Amendment No. 2 Effective Date, all documentation and other information reasonably requested in writing by the Administrative Agent or such Bank, at least 5 Business Days prior to the Amendment No. 2 Effective Date, about the Borrowers that the Administrative Agent or such Bank reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. § 1010.230.
(e) Borrower Resignation. Baxter World Trade SRL shall have resigned as a Borrower pursuant to Section 5.21 of the Credit Agreement.
ARTICLE 4.
GENERAL
(a) Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or a waiver of any Event of Default, (ii) to prejudice any right or rights which the Administrative
Agent or the Banks may now have or may have in the future under or in connection with the Amended Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower Representative or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Banks or the Administrative Agent, or any of them, under or with respect to any such documents.
(b) Construction. On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
(c) Acknowledgement and Reaffirmation. By its execution hereof, each Borrower hereby expressly agrees, with respect to each Loan Document to which it is a party that (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Amendment and (b) nothing contained in this Amendment shall be construed as a substitution or novation of its obligations, liabilities and indebtedness under such Loan Document.
(d) Execution in Counterparts; Loan Document. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby, as the case may be, shall be deemed to include Electronic Signatures, electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
(e) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(f) Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties and their respective heirs, beneficiaries, successors and permitted assigns.
(g) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
(h) Incorporation by Reference. The provisions of Sections 11.04, 11.09 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| BAXTER INTERNATIONAL INC. | |||||
| By: | /s/ William Vadbunker | ||||
| Name: | William Vadbunker | ||||
| Title: | Vice President, Treasurer and Global Taxation | ||||
| Address for Notice Purposes: | |||||
| One Baxter Parkway | |||||
| Deerfield, Illinois 60015 | |||||
| Attention: Treasurer and Assistant Treasurer | |||||
| BAXTER HEALTHCARE SA | |||||
| By: | /s/ William Vadbunker | ||||
| Name: | William Vadbunker | ||||
| Title: | Authorized Signatory | ||||
| Address for Notice Purposes: | |||||
| One Baxter Parkway | |||||
| Deerfield, Illinois 60015 | |||||
| Attention: Treasurer and Assistant Treasurer | |||||
[Signature Page to Amendment No. 2]
| JPMORGAN CHASE BANK, N.A., as | |||||
| Administrative Agent and as a Bank | |||||
| By: | /s/ Gregory T. Martin | ||||
| Name: | Gregory T. Martin | ||||
| Title: | Executive Director | ||||
[Signature Page to Amendment No. 2]
| BANK OF AMERICA, N.A., as | |||||
| a Bank | |||||
| By: | /s/ Grant Griffith | ||||
| Name: | Grant Griffith | ||||
| Title: | Vice President | ||||
[Signature Page to Amendment No. 2]
| CITIBANK, N.A., as | |||||
| a Bank | |||||
| By: | /s/ Richard Rivera | ||||
| Name: | Richard Rivera | ||||
| Title: | Vice President | ||||
[Signature Page to Amendment No. 2]
| Deutsche Bank AG New York Branch, as | |||||
| a Bank | |||||
| By: | /s/ Alison Lugo | ||||
| Name: | Alison Lugo | ||||
| Title: | Vice President | ||||
| By: | /s/ Marko Lukin | ||||
| Name: | Marko Lukin | ||||
| Title: | Director | ||||
[Signature Page to Amendment No. 2]
| Goldman Sachs Bank USA, as | |||||
| a Bank | |||||
| By: | /s/ Elizabeth Tosin | ||||
| Name: | Elizabeth Tosin | ||||
| Title: | Authorized Signatory | ||||
[Signature Page to Amendment No. 2]
| HSBC BANK USA, NATIONAL ASSOCIATION, | |||||
| as a Bank | |||||
| By: | /s/ Virginia Cosenza | ||||
| Name: | Virginia Cosenza | ||||
| Title: | Senior Vice President | ||||
[Signature Page to Amendment No. 2]
| MIZUHO BANK, LTD., as | |||||
| a Bank | |||||
| By: | /s/ Tracy Rahn | ||||
| Name: | Tracy Rahn | ||||
| Title: | Managing Director | ||||
[Signature Page to Amendment No. 2]
| MORGAN STANLEY BANK N.A., as a Bank | |||||
| By: | /s/ Tayo Lapite | ||||
| Name: | Tayo Lapite | ||||
| Title: | Authorized Signatory | ||||
[Signature Page to Amendment No. 2]
| U.S. Bank National Association, as | |||||
| a Bank | |||||
| By: | /s/ Heidi Barta | ||||
| Name: | Heidi Barta | ||||
| Title: | Vice President | ||||
[Signature Page to Amendment No. 2]
| SOCIETE GENERALE, as | |||||
| a Bank | |||||
| By: | /s/ Shelley Yu | ||||
| Name: | Shelley Yu | ||||
| Title: | Director | ||||
[Signature Page to Amendment No. 2]
| The Bank of Nova Scotia, as a Bank | |||||
| By: | /s/ Iain Stewart | ||||
| Name: | Iain Stewart | ||||
| Title: | Managing Director | ||||
[Signature Page to Amendment No. 2]
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as | |||||
| a Bank | |||||
| By: | /s/ Mike Tkach | ||||
| Name: | Mike Tkach | ||||
| Title: | Authorized Signatory | ||||
[Signature Page to Amendment No. 2]
| Wells Fargo Bank, National Association, as | |||||
| a Bank | |||||
| By: | /s/ Andrea S Chen | ||||
| Name: | Andrea S Chen | ||||
| Title: | Managing Director | ||||
[Signature Page to Amendment No. 2]
| MUFG Bank, LTD., as a Bank | |||||
| By: | /s/ Andrew Moore | ||||
| Name: | Andrew Moore | ||||
| Title: | Authorized Signatory | ||||
[Signature Page to Amendment No. 2]
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 [email protected].
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 [email protected].
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
Investor Contact:
Kevin Moran, (224) 948-3085
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 [email protected].
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 [email protected].
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
Investor Contact:
Kevin Moran, (224) 948-3085