Baxter International Amends Credit Agreement, Upsizes Tender Offers to $600M

What Happened

• On August 18, 2026, Baxter International Inc. filed an 8‑K reporting Amendment No. 2 to its amended and restated five‑year credit agreement (originally dated June 11, 2025) and announcing updates to its previously announced cash tender offers. The amendment modifies the net leverage ratio covenant for five fiscal quarters and removes Baxter World Trade SRL as a borrower under the credit facility.
• Also on August 18, 2026, Baxter announced early tender results and pricing for cash offers to buy certain outstanding senior notes and increased the aggregate purchase cap (Offer Cap) of the offers from $500 million to up to $600 million. The offers relate to its 3.132% notes due 2051, 3.500% due 2046, 4.500% due 2043 and 2.539% due 2032.

Key Details

• Amendment No. 2 dated August 18, 2026: amends the net leverage ratio covenant to increase the maximum net leverage ratio for the five fiscal quarters ending 9/30/2026, 12/31/2026, 3/31/2027, 6/30/2027 and 9/30/2027.
• Amendment No. 2 also removes Baxter World Trade SRL as a Borrower under the Amended Credit Agreement; JPMorgan Chase Bank, N.A. remains Administrative Agent.
• Tender offers: Offer Cap increased to up to $600 million (from $500 million); offers cover specified senior notes due 2032, 2043, 2046 and 2051.
• Pricing notice: Company announced pricing and that there will be no Final Settlement Date; notes tendered after August 17, 2026 will not be accepted.

Why It Matters

• The temporary relaxation of the net leverage covenant gives Baxter more flexibility to manage leverage through the specified quarters without triggering covenant breaches. That can help preserve liquidity and operational flexibility during the covered periods.
• Removing a subsidiary as a borrower may limit that entity’s obligations under the facility and simplify the company’s borrowing structure.
• Upsizing and pricing the tender offers (to $600M) signals active management of long‑dated debt: if accepted, these purchases will reduce outstanding long‑term notes and could affect interest expense and capital structure. The announced timing (no post‑Aug 17 acceptances) limits the window for holders to participate.