Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC Announce an Increase in the Maximum Tender Amount, their Election to Have an Early Settlement and the Early Tender Results of the Tender Offers for Certain Debt Securities Issued by Baxter International Inc.

Mar 01, 2016, 09:00 ET from Baxter International Inc.

NEW YORK, March 1, 2016 /PRNewswire/ -- Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC (collectively, the "Purchasers") today announced an increase in the maximum tender amount from $2.0 billion aggregate principal amount to $2.2 billion aggregate principal amount (as amended, the "Maximum Tender Amount"), their election to have an early settlement and the early tender results of their previously announced cash tender offers (each offer an "Offer" and collectively, the "Offers") to purchase for cash certain outstanding debt securities issued by Baxter International Inc. ("Baxter") (collectively, the "Notes" and each, a "series" of Notes), up to the Maximum Tender Amount, subject to the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 16, 2016 and the related Letter of Transmittal (together, the "Offer Materials").

Subject to all conditions to the Offers having been satisfied or waived by the Purchasers, the Purchasers have determined to accept for purchase all Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on February 29, 2016 (the "Early Tender Date") up to the Maximum Tender Amount, subject to the Acceptance Priority Levels. The early settlement date is expected to occur on Wednesday, March 2, 2016 (the "Early Settlement Date").

As of the Early Tender Date, the principal amount of each series of Notes listed in the table below, representing $2,821,877,000 aggregate principal amount of Notes in the aggregate, had been validly tendered and not validly withdrawn. The Offers will expire at 11:59 p.m., New York City time, on March 14, 2016, unless extended or earlier terminated (such time as it may be extended, the "Expiration Date"). 

Title of
Security

CUSIP
Number

Principal
Amount
Outstanding

Principal
Amount
Tendered as
of Early
Tender Date

Percentage
Accepted for
Purchase

Acceptance
Priority
Level

Reference
Security

Fixed
Spread

0.950% Senior Notes due 2016

071813BH1

$500,000,000

$310,894,000

100%

1

0.375%  U.S. Treasury Notes due 5/31/2016

-150 bps

5.900% Senior Notes due 2016

071813AW9

$298,952,000

$166,928,000

100%

2

0.500%  U.S. Treasury Notes due 08/31/2016

-100 bps

1.850% Senior Notes due 2017

071813BD0

$500,000,000

$355,611,000

100%

3

0.750%  U.S. Treasury Notes due 01/15/2017

-100 bps

5.375% Senior Notes due 2018

071813AY5

$500,000,000

$360,061,000

100%

4

1.000% U.S. Treasury Notes due 5/31/2018

-50 bps

1.850% Senior Notes due 2018

071813BJ7

$750,000,000

$553,033,000

100%

5

1.125%  U.S. Treasury Notes due 06/15/2018

-50 bps

4.500% Senior Notes due 2019

071813BA6

$500,000,000

$362,317,000

100%

6

3.625%  U.S. Treasury Notes due 08/15/2019

-35 bps

4.250% Senior Notes due 2020

071813BC2

$300,000,000

$218,577,000

42%

7

1.375%  U.S. Treasury Notes due 02/29/2020

-35 bps

2.400% Senior Notes due 2022

071813BF5

$203,156,000

$124,201,000

0%

8

1.375%  U.S. Treasury Notes due 01/31/2021

75 bps

3.200% Senior Notes due 2023

071813BL2

$143,815,000

$28,967,000

0%

9

1.625%  U.S. Treasury Notes due 02/15/2026

40 bps

6.625% Senior Notes due 2028

071813AM1

$92,262,000

$12,494,000

0%

10

1.625%  U.S. Treasury Notes due 02/15/2026

95 bps

6.250% Senior Notes due 2037

071813AX7

$266,755,000

$128,744,000

0%

11

3.000% U.S. Treasury Notes due 11/15/2045

115 bps

4.500% Senior Notes due 2043

071813BG3

$257,434,000

$200,050,000

0%

12

3.000% U.S. Treasury Notes due 11/15/2045

110 bps

The amount of each series of Notes that is to be purchased on the Early Settlement Date will be determined in accordance with the Acceptance Priority Levels and the proration procedures described in the Offer Materials, subject to the Maximum Tender Amount.  The Purchasers currently expect that all tendered Notes with Acceptance Priority Level 1 through and including 6 will be accepted for purchase, $218,577,000 principal amount of tendered Notes with Acceptance Priority Level 7 will be subject to a proration factor of approximately 42% and no Notes with Acceptance Priority Levels 8 through 12 will be accepted or purchased pursuant to the Offers.  Furthermore, as the Offers have been oversubscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes.  The pricing of the Offers is scheduled to occur today at 2:00 p.m., New York City time.

The withdrawal rights deadline has passed and has not been extended.  Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.

The Offers are being made upon the terms and subject to the conditions set out in the Offer Materials.

Requests for documents and questions regarding the procedures for tendering of Notes may be directed to D.F. King & Co., Inc. (the Tender Agent and Information Agent for the Offers) at (877) 283-0320 (toll-free) or (212) 269-5550 (collect).  Questions regarding the terms of the Offers may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0700 (toll-free) or (980) 683-3215 (collect), Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) or UBS Securities LLC at (888) 719-4210 (toll-free) or (203) 719-4210 (collect).

This press release does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of an offer to sell securities.  The Purchasers are making the Offers only by, and pursuant to the terms of, the Offer Materials.  The complete terms and conditions of the Offers are set forth in the Offer Materials.

 

SOURCE Baxter International Inc.