Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC Announce Cash Tender Offers for up to $2.0 Billion Aggregate Principal Amount of Certain Debt Securities Issued by Baxter International Inc.

16 Feb, 2016, 17:24 ET from Baxter International Inc.

NEW YORK, Feb. 16, 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 that they have commenced 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 $2.0 billion aggregate principal amount (the "Maximum Tender Amount"), subject to the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), on 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").

 

Title of
Security

CUSIP
Number

Principal
Amount
Outstanding

Acceptance
Priority 
Level

Early Tender
Premium (1)

Reference
Security

Bloomberg
Reference
Page

Fixed Spread

 

0.950% Senior
Notes due
2016

071813BH1

$500,000,000

1

$50

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

PX3

-150 bps

 

5.900% Senior
Notes due
2016

071813AW9

$298,952,000

2

$50

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

PX3

-100 bps

 

1.850% Senior
Notes due
2017

071813BD0

$500,000,000

3

$50

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

PX3

-100 bps

 

5.375% Senior
Notes due
2018

071813AY5

$500,000,000

4

$50

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

PX5

-50 bps

 

1.850% Senior
Notes due
2018

071813BJ7

$750,000,000

5

$50

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

PX5

-50 bps

 

4.500% Senior
Notes due
2019

071813BA6

$500,000,000

6

$50

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

PX5

-35 bps

 

4.250% Senior
Notes due
2020

071813BC2

$300,000,000

7

$50

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

PX6

-35 bps

 

2.400% Senior
Notes due
2022

071813BF5

$203,156,000

8

$50

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

PX1

75 bps

 

3.200% Senior
Notes due
2023

071813BL2

$143,815,000

9

$50

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

PX1

40 bps

 

6.625% Senior
Notes due
2028

071813AM1

$92,262,000

10

$50

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

PX1

95 bps

 

6.250% Senior
Notes due
2037

071813AX7

$266,755,000

11

$50

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

PX1

115 bps

 

4.500% Senior
Notes due
2043

071813BG3

$257,434,000

12

$50

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

PX1

110 bps

 

(1) Per $1,000 principal amount of Notes.

The Offer for each series will expire at 11:59 p.m., New York City time, on Monday, March 14, 2016, unless extended by the Purchasers (such time and date as it may be extended, the "Expiration Date").

Holders must validly tender and not validly withdraw their Notes by 5:00 p.m., New York City time, on Monday, February 29, 2016, unless such time and date are extended by the Purchasers (such time and date as it may be extended, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as defined in the Offer Materials) for Notes of that series (which includes the applicable Early Tender Premium as set forth in the table above), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date (as defined in the Offer Materials).  Subject to the terms and conditions of the Offers, Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive the applicable Tender Offer Consideration for Notes of that series (which is equal to the Total Consideration minus the applicable Early Tender Premium), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date.

The applicable Total Consideration for each series will be determined as described in the Offer Materials based on the present value of future payments on the applicable Notes discounted at a rate equal to the sum of the applicable fixed spread and the yield based on the bid-side price of the applicable Reference Security as calculated by the Purchasers at 2:00 p.m., New York City time, on the price determination date, which is currently expected to be Tuesday, March 1, 2016.

The Purchasers reserve the right, but are under no obligation, at any date following the Early Tender Date and prior to the Expiration Date (the "Early Settlement Date"), to accept for purchase any Notes validly tendered at or prior to the Early Tender Date.  The Early Settlement Date will be determined at the Purchasers' option and is currently expected to occur on Wednesday, March 2, 2016, subject to all conditions to the Offers having been satisfied or waived by the Purchasers.  Irrespective of whether the Purchasers choose to exercise their option to have an Early Settlement Date, the Purchasers will, subject to the terms and conditions of the Offers, purchase any remaining Notes (or if the Purchasers have not exercised their option to have an Early Settlement Date, all Notes) that have been validly tendered by the Expiration Date, on a date promptly following the Expiration Date (the "Final Settlement Date" and each of the Early Settlement Date and Final Settlement Date, a "Settlement Date").  The Final Settlement Date will occur promptly following the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by the Purchasers.  The expected Final Settlement Date is Tuesday, March 15, 2016, unless extended by the Purchasers, assuming all conditions to the Offers have been satisfied or waived by the Purchasers.

The amounts of each series of Notes that are purchased on any Settlement Date will be determined in accordance with the Acceptance Priority Levels as described in the Offer Materials, with 1 being the highest Acceptance Priority Level and 12 being the lowest Acceptance Priority Level.  All Notes validly tendered on or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered on or before the Early Tender Date having a lower Acceptance Priority Level are accepted pursuant to the Offers, and all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date but at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers.  However, Notes validly tendered on or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date but at or prior to the Expiration Date, even if such Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date have a higher Acceptance Priority Level than Notes tendered on or before the Early Tender Date.

In addition, the Purchasers will only accept for purchase, based on the Acceptance Priority Levels, Notes up to the Maximum Tender Amount.  If purchasing all of the tendered Notes of a series of an applicable Acceptance Priority Level on any Settlement Date would cause the Maximum Tender Amount to be exceeded, the amount of that series of Notes purchased on that Settlement Date will be prorated based on the aggregate principal amount of that series of Notes tendered in respect of that Settlement Date, such that the Maximum Tender Amount will not be exceeded.  Furthermore, if the Offers are fully subscribed 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.

Withdrawal rights for each Offer will expire at 5:00 p.m. New York City time, on Monday, February 29, 2016, unless extended or as otherwise required by law.

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) 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.

Holders of Notes are urged to carefully read the Offer Materials before making any decision with respect to the Offers.  None of the Purchasers, the Tender Agent, the Information Agent, Baxter or the applicable trustee with respect to the Notes is making any recommendation as to whether holders should tender any of their Notes in the Offers.  Holders of Notes must make their own decision as to whether to tender their Notes and, if they decide to do so, the principal amount of their Notes to tender.

 

SOURCE Baxter International Inc.