--- title: "Baxter closes three-series senior notes offering" url: "https://aibio.space/news/baxter-closes-three-series-senior-notes-offering-about-1-99-billion/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-12-04" section: "Financings" tickers: "NYSE:BAX" source: "https://www.sec.gov/Archives/edgar/data/10456/000162828025055359/bax-20251204.htm" summary: "Baxter closed a three-series senior notes offering on December 4, 2025 and used part of the proceeds to repay its term loan. The rest is earmarked for cash" --- By the aibio.space news desk. Sources - [BAXTER INTERNATIONAL INC Form 8-K filed December 4, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/10456/000162828025055359/bax-20251204.htm) - [BAXTER INTERNATIONAL INC Form 10-K filed February 21, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/bax-20241231.htm) [BAX](https://aibio.space/companies/baxter-international/) 2025-12-04 # Baxter closes three-series senior notes offering with about $1.99 billion in net proceeds Tickers [BAX](https://aibio.space/companies/baxter-international/) Baxter closed a three-series senior notes offering on December 4, 2025 and used part of the proceeds to repay its term loan. The rest is earmarked for cash tender offers on older notes, so the company is swapping debt rather than shrinking it. ## Key facts - **Company**: Baxter International Inc. (NYSE: BAX) - **News type**: Financings - **Primary source**: [BAXTER INTERNATIONAL INC Form 8-K filed December 4, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/10456/000162828025055359/bax-20251204.htm) *An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.* Baxter International Inc. (NYSE: [BAX](https://aibio.space/companies/baxter-international/)) closed an offering of senior notes on December 4, 2025 and received approximately $1.99 billion in net proceeds, according to a [Form 8-K](https://www.sec.gov/Archives/edgar/data/10456/000162828025055359/bax-20251204.htm) filed the same day. The notes come in three series. Baxter repaid its term loan with part of the money on the closing date and plans to use the rest to buy back older notes in cash tender offers. The filing describes a refinancing. The new notes add to Baxter's long-term debt, while the tender offers target bonds that mature in 2026 and 2027. ## The notes The offering covers $300,000,000 aggregate principal amount of 4.450% Senior Notes due 2029, $700,000,000 of 4.900% Senior Notes due 2030 and $1,000,000,000 of 5.650% Senior Notes due 2035. Baxter signed a First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee. The supplement adds to an indenture dated July 29, 2021. The notes are direct, unsecured and unsubordinated obligations. They rank equally with Baxter's other unsecured and unsubordinated debt and ahead of any future subordinated debt. The interest rate on each series can rise if Moody's Investors Service, Inc. or Standard & Poor's Ratings Services downgrades that series, and it can fall if the rating is later upgraded. Interest is paid twice a year, starting February 15, 2026 for the 2029 notes and June 15, 2026 for the others. The 2029 notes mature on February 15, 2029, the 2030 notes on December 15, 2030 and the 2035 notes on December 15, 2035. Before each series' par call date, Baxter may redeem the notes at the greater of 100% of principal or the present value of the remaining scheduled payments discounted at the Treasury Rate plus a spread, plus accrued and unpaid interest. The spread is 15 basis points for the 2029 notes, 20 for the 2030 notes and 25 for the 2035 notes. After the par call date, the price is 100% of principal plus accrued interest. If a change of control triggering event occurs, Baxter must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest. The indenture limits secured debt, mergers and sales of substantially all assets. ## Banks and advisers An Underwriting Agreement dated November 19, 2025 governs the sale. The underwriters named in the 8-K are Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and the other underwriters named in that agreement. The 8-K does not say which of them led the book. The notes were sold under a Form S-3 (Registration No. 333-285217) filed February 25, 2025, with a prospectus supplement dated November 19, 2025. Sullivan & Cromwell LLP provided the legal opinion filed as Exhibit 5.1. The 8-K does not name counsel for the underwriters, and it names no financial adviser for the offering. ## Use of proceeds and tender offers Baxter said it intends to use the proceeds to fund its tender offer for its 2026 notes, discharge any 2026 notes not bought in that offer, refinance its term loan credit facility and fund a tender offer for its 2027 notes. Any remaining amount will go to general corporate purposes, including fees tied to the refinancing and to a November 25, 2025 amendment of its five-year credit agreement dated June 11, 2025, and repayment of other debt. On December 4, 2025, the company repaid all obligations under the term loan credit agreement with part of the proceeds. The tender offers target any and all of the 2.600% senior unsecured notes due 2026 and a portion of the 1.915% senior unsecured notes due 2027, for an aggregate purchase price of up to $600 million. ## The company Baxter's [annual report](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/bax-20241231.htm) describes a maker of products including sterile intravenous solutions, infusion systems and smart bed systems. It completed the sale of its Kidney Care business to affiliates of Carlyle Group Inc. on January 31, 2025. Brent Shafer is Chair and Interim Chief Executive Officer, and Executive Vice President and Chief Financial Officer Joel Grade signed the 8-K. The 8-K does not give Baxter's cash balance after the closing or the debt that will remain once the tender offers close. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story BAX Baxter International Inc. NYSE ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/baxter-closes-three-series-senior-notes-offering-about-1-99-billion/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Baxter closes three-series senior notes offering", 2025-12-04, https://aibio.space/news/baxter-closes-three-series-senior-notes-offering-about-1-99-billion/