Baxter raises note tender offer cap to $600 million after early results

Baxter International Inc. announced early results of its cash tender offers for four series of senior notes in a press release filed as an exhibit to a Form 8-K on August 18, 2026. The company used its right to raise the Offer Cap, the limit on the aggregate purchase price of notes accepted, excluding accrued interest, from $500 million to $600 million. The release is datelined Deerfield, Illinois, and says Baxter has approximately 37,500 team members.

The offers are made under an Offer to Purchase dated August 4, 2026. Baxter may amend, extend or terminate them, and none of the offers is conditioned on another offer or on a minimum amount of notes being tendered.

The early results

Holders had tendered notes by the early tender time of 5:00 p.m. New York City time on August 17, 2026, the same time that withdrawal rights expired. The table shows $421,990,000 of the 3.132% Senior Notes due 2051 tendered, against $750,000,000 outstanding. It shows $132,199,000 of the 3.500% notes due 2046, against $450,000,000 outstanding, and $72,744,000 of the 4.500% notes due 2043, against $257,434,000 outstanding. For the 2.539% notes due 2032, holders tendered $756,712,000 against $1,550,000,000 outstanding.

Acceptance follows a waterfall. Notes are accepted in order of priority, from level 1 for the 2051 notes to level 4 for the 2032 notes, up to the $600 million cap. The total consideration is set at a fixed spread over the yield of a U.S. Treasury security and is determined at 10:00 a.m. on August 18, 2026. It includes an early tender premium of $30 per $1,000 principal amount, which is part of the total consideration rather than an addition to it. Accepted holders also receive accrued interest, payable on the early settlement date of August 20, 2026. The release does not state the final accepted amounts, and it does not say how Baxter will pay for the notes it buys.

BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are lead dealer managers. Citigroup Global Markets, Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC are co-dealer managers. D.F. King & Co., Inc. is the tender and information agent. The release names no counsel.

The business and its finances

The 10-K describes problems with the Novum large volume pump. Baxter started voluntary corrections in April 2025 and again in July 2025, over under-infusion and related issues, and the FDA classified them as Class I recalls. In July 2025 Baxter stopped distributing and installing the pump in the U.S. and Canada, except where medically necessary. It expects no meaningful Novum LVP sales while those holds remain, and the timing of their release is uncertain. The company recorded estimates of approximately $105 million in 2025 for sales reductions, returns and remediation.

The 10-K also ties Hurricane Helene, which disrupted the North Cove facility in September 2024, to lower demand for intravenous solutions, as customers adopted fluid conservation practices. It says tariffs have affected results and will continue to do so.

Revenue was $11.24 billion in 2025, up from $10.64 billion in 2024. The net loss was $957.0 million in 2025, against $649.0 million in 2024. Cash provided by operations fell to $845.0 million from $1.02 billion. Research and development expense was $518.0 million, against $590.0 million. In 2025 Baxter paid $348 million in dividends and spent $513 million on capital expenditures. Year-end 2024 cash and cash equivalents were $1.76 billion.

The tender offers would use cash to retire debt while the company reported a larger loss and lower operating cash flow for 2025. The release says Baxter expects to announce the total consideration in a separate press release on August 18, 2026.

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