BAXTER INTERNATIONAL INC 8-K

What Happened

• Baxter International Inc. filed an 8-K on December 22, 2025 announcing the final settlement of its previously announced cash tender offers to repurchase its 2.600% senior unsecured notes due 2026 and a portion of its 1.915% senior unsecured notes due 2027.
• On the Early Settlement Date (December 8, 2025) the company purchased $420,589,000 principal of the 2026 Notes and $614,370,000 principal of the 2027 Notes tendered by the Early Tender Date (December 3, 2025). The Tender Offers expired at 5:00 p.m. (NYC) on December 18, 2025.
• Additional late tenders of $2,610,000 principal of the 2026 Notes were accepted on the Final Settlement Date (December 22, 2025) at a price of $960.50 per $1,000 principal (excluding the $30 early tender payment), plus accrued interest. The company reports it satisfied and discharged all outstanding 2026 Notes after giving effect to the early repurchases. The 2027 tender was fully subscribed at the early date and no further 2027 Notes were accepted.

Key Details

• Final Settlement Date: December 22, 2025; Tender Offers expired December 18, 2025 (5:00 p.m. NYC).
• 2026 Notes repurchased: $420,589,000 (early) + $2,610,000 (late) = $423,199,000 principal accepted.
• 2027 Notes repurchased: $614,370,000 principal accepted (fully subscribed at the early tender).
• Late-tender acceptance price for 2026 Notes: $960.50 per $1,000 principal, plus accrued interest; late tenders did not receive the $30 early tender payment.

Why It Matters

• The company materially reduced its outstanding debt by retiring the 2026 note series and repurchasing a substantial portion of the 2027 notes. That changes Baxter’s debt profile and the amount of interest-bearing liabilities on its balance sheet.
• For investors, this is a capital allocation decision that involved a significant cash outflow to buy back notes. It may affect near-term cash levels and future interest expense, and is relevant when assessing Baxter’s liquidity and leverage metrics.
• The filing is informational and notes that the 8-K is not an offer to sell or a solicitation to buy any of the notes.