Item 1.01 Entry into a Material Definitive Agreement
On November 16, 2021, Baxter International Inc. (the "Company") entered into a
Purchase Agreement with J.P. Morgan Securities LLC and Citigroup Global Markets
Inc., as representatives of the several initial purchasers named in Schedule I
thereto as Initial Purchasers (the "Initial Purchasers"), pursuant to which the
Company agreed to sell, and the Initial Purchasers agreed to purchase, subject
to the terms and conditions set forth therein, $800,000,000 aggregate principal
amount of 0.868% Senior Notes due 2023, $1,400,000,000 aggregate principal
amount of 1.322% Senior Notes due 2024, $1,450,000,000 aggregate principal
amount of 1.915% Senior Notes due 2027, $1,250,000,000 aggregate principal
amount of 2.272% Senior Notes due 2028, $1,550,000,000 aggregate principal
amount of 2.539% Senior Notes due 2032, $750,000,000 aggregate principal amount
of 3.132% Senior Notes due 2051, $300,000,000 aggregate principal amount of
Floating Rate Senior Notes due 2023 and $300,000,000 aggregate principal amount
of Floating Rate Senior Notes due 2024 (collectively, the "Notes"), in a private
placement that is exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). The offering of the Notes is
expected to close on December 1, 2021, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The description of the
Purchase Agreement set forth above does not purport to be complete and is
qualified by reference in its entirety to the full text of the Purchase
Agreement, which is filed as Exhibit 1.01 to this Current Report on Form 8-K and
incorporated herein by reference.
The Notes will not be initially registered under the Securities Act, or the
securities laws of any other jurisdiction and are being offered and sold only to
persons reasonably believed to be qualified institutional buyers in reliance on
Rule 144A under the Securities Act and to non-U.S. persons in transactions
outside the United States in reliance on Regulation S under the Securities Act.
Unless they are registered, the Notes may be offered only in transactions that
are exempt from registration under the Securities Act or the securities laws of
any other jurisdiction.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute an offer
to sell, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.01 Purchase Agreement, dated November 16, 2021, between Baxter
International Inc. and J.P. Morgan Securities LLC and Citigroup Global
Markets Inc., as representatives of the several initial purchasers
named in Schedule I thereto,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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