Baxter Announces Pricing of Debt Tender Offers

Deerfield - 2015-07-01

Baxter International Inc. (NYSE: BAX) announced today the determination of the Total Consideration (as defined in Baxter’s Offer to Purchase dated June 18, 2015, the “Offer to Purchase”) for all series of notes listed in the table below in connection with Baxter’s previously announced cash tender offers (the “Tender Offers”) for specified series of its outstanding debt. The Total Consideration for the 3.650% Notes due August 2042 (the “2042 Notes”) was fixed at the commencement of the Tender Offers.

The terms and conditions of the Tender Offers are described in Baxter’s Offer to Purchase and the related Letter of Transmittal. The applicable Reference Yield, Fixed Spread, Tender Offer Yield and Total Consideration for each series of notes are set forth in the following table:

Offer for Notes Listed Below: Any and All Tender Offer

Offer for Notes Listed Below: Maximum Tender Offer

(1) Per $1,000 principal amount of notes validly tendered and accepted for purchase, which amount includes an early tender payment of $30. Does not include accrued interest, which will be paid on notes accepted for purchase. 

The Total Consideration payable for each $1,000 principal amount of each series of notes validly tendered and not validly withdrawn at or prior to 5:00 p.m. New York City (“NYC”) time on July 1, 2015 (the “Early Tender Time”) and accepted for purchase is shown in the table above. The Total Consideration for each $1,000 principal amount of notes, other than the 2042 Notes, validly tendered and accepted for purchase pursuant to the Tender Offers was determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of notes over the yield based on the bid-side price of the U.S. Treasury Security specified for each series of notes on the front page of the Offer to Purchase or in the table above, as calculated by BofA Merrill Lynch and Goldman, Sachs & Co. at 2:00 p.m. NYC time on July 1, 2015. Payment for notes tendered pursuant to the Any and All Tender Offer (as defined in the Offer to Purchase) at or prior to the Early Tender Time and purchased in the Any and All Tender Offer is expected to be on July 6, 2015, if the Any and All Tender Offer is not extended or earlier terminated in accordance with the terms of the Offer to Purchase. Payment for notes tendered pursuant to the Any and All Tender Offer after the Early Tender Time and purchased in the Any and All Tender Offer will be made promptly after 11:59 p.m. NYC time on July 16, 2015 (the “Any and All Expiration Time”), if the Any and All Tender Offer is not extended or earlier terminated. Payment for notes purchased in the Maximum Tender Offer (as defined in the Offer to Purchase) will be made promptly after 11:59 p.m. NYC time on July 16, 2015 (the “Maximum Tender Expiration Time” and, together with the Any and All Expiration Time, the “Expiration Time”), if the Maximum Tender Offer is not extended or earlier terminated in accordance with the terms of the Offer to Purchase. Such payments are currently expected to be made on July 17, 2015. The acceptance of any tendered notes subject to the Maximum Tender Offer may be subject to proration, as described in the Offer to Purchase.

Holders of notes subject to the Tender Offers who validly tender their notes after the Early Tender Time and at or prior to the applicable Expiration Time will be eligible to receive the applicable Tender Offer Consideration, which is the Total Consideration minus an Early Tender Payment (each as defined in the Offer to Purchase) of $30 per $1,000 principal amount of notes validly tendered and accepted for purchase, as described in the Offer to Purchase.

In addition to the applicable Total Consideration or Tender Offer Consideration, accrued and unpaid interest on such purchased notes will be paid from the applicable last interest payment date to, but not including, the applicable settlement date for such purchased notes. The applicable Total Consideration or Tender Offer Consideration will only be paid to holders of tendered notes that are subject to the Maximum Tender Offer to the extent that Baxter accepts such notes for purchase. Holders of notes subject to the Tender Offers may not withdraw their tendered notes after the Early Tender Time, subject to applicable law. The lead dealer managers for the Tender Offers are BofA Merrill Lynch, Goldman, Sachs & Co. and Citigroup Global Markets Inc. Questions regarding the Tender Offers may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 980-683-3215 (collect) or Goldman, Sachs & Co. at 800-828-3182 (toll-free) and 212-357-0215 (collect). Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent, D.F. King & Co., Inc. at 800-761-6521 (toll-free) or 212-269-5550 (collect) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. The Tender Offers are subject to the satisfaction of certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal. If any of the remaining conditions are not satisfied, Baxter will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the Tender Offers. The Tender Offers are not conditioned on the tender of a minimum principal amount of notes.

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the notes or any other securities. Baxter is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of Baxter, the Dealer Managers, the Tender Agent or the Information Agent make any recommendation as to whether holders should tender or refrain from tendering their notes. Holders must make their own decision as to whether to tender notes and, if so, the principal amount of the notes to tender.

Baxter provides a broad portfolio of essential renal and hospital products, including home, acute and in-center dialysis; sterile IV solutions; infusion systems and devices; parenteral nutrition; biosurgery products and anesthetics; and pharmacy automation, software and services. The company’s global footprint and the critical nature of its products and services play a key role in expanding access to healthcare in emerging and developed countries. Baxter’s 50,000 employees worldwide are building upon the company’s rich heritage of medical breakthroughs to advance the next generation of healthcare innovations that enable patient care.

This release includes forward-looking statements concerning Baxter’s expectation regarding completing (subject to the satisfaction of remaining conditions of the Tender Offers) the Tender Offers. The statements are based on assumptions and many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: continued strength in Baxter’s financial position, including cash flows; the ability to achieve the intended results from the recent separation of the biopharmaceutical and medical products businesses on the terms currently contemplated, if at all; and other risks identified in Baxter’s most recent filing on Form 10-K, Baxalta’s most recent filing on Form 10 and other Securities and Exchange Commission filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements.