Baxter prices tender offers for any and all, maximum of seven series

By Susanna Moon

Chicago, July 1 – Baxter International Inc. said it priced the cash tender offers for several series of notes, one offer for any and all of five note series and the other a capped offer for two note series.

In the maximum offer, Baxter is offering to purchase the maximum principal amount of notes that it can purchase for up to any difference between $3 billion and the total amount paid in the any and all tender offer for five note series, as previously announced.

In the any and all offer, the total purchase price for the $300 million of 3.65% notes due August 2042 will be par.

For the other four note series, the total purchase price for each $1,000 principal amount was set at $1,061.36 for the 5.9% notes, $1,277.86 for the 6.625% debentures, $1,240.93 for the 6.25% notes and $995.72 for the 4.5% notes, according to a company press release.

Pricing for the other four note series in the any and all offer was set at 2 p.m. ET on July 1 using a reference security plus a fixed spread as follows:

• $600 million of 5.9% notes due September 2016 will price using the 0.50% Treasury note due Aug. 31, 2016 plus 15 basis points with a reference yield of 0.402% and tender offer yield of 0.552%;

• $120 million of 6.625% debentures due February 2028 using the 2.125% Treasury note due May 15, 2025 plus 140 bps with a reference yield of 2.426% and tender offer yield of 3.826%;

• $500 million of 6.25% notes due December 2037 using the 2.5% Treasury note due Feb. 15, 2045 plus 130 bps with a reference yield of 3.227% and tender offer yield of 4.527%; and

• $500 million of 4.5% notes due June 2043 using the 2.5% Treasury note due Feb. 15, 2045 plus 130 bps with a reference yield of 3.227% and tender offer yield of 4.527%.

Maximum offer

Pricing for capped offer was set at 2 p.m. ET on July 1 using a reference security plus a fixed spread, with the notes listed in order of priority acceptance level as follows:

• $1.25 billion of 3.2% notes due June 2023 will price using the 1.75% Treasury note due May 15, 2023 plus 20 bps with a reference yield of 2.297% and tender offer yield of 2.497%; and

• $700 million of 2.4% notes due August 2022 using the 1.625% Treasury note due Aug. 15, 2022 plus 12.5 bps with a reference yield of 2.18% and tender offer yield of 2.305%.

In the maximum offer, the total purchase price for each $1,000 principal amount was set at $1,050.17 for the 3.2% notes and $1,006.16 for the 2.4% notes.

The total purchase price for each series of notes included an early tender payment of $30 per $1,000 principal amount of notes tendered by 5 p.m. ET on July 1, the early tender date for the offers.

Those who tender after the early deadline will receive the total amount less the early premium.

The company also will pay accrued interest.

The tender offers will end at 11:59 p.m. ET on July 16. The offers began June 18.

The lead dealer managers are Goldman Sachs & Co. (800 828-3182 or 212 357-0215), BofA Merrill Lynch (888 292-0070 or 980 683-3215) and Citigroup Global Markets Inc. The information agent is D.F. King & Co., Inc. (800 761-6521 or 212 269-5550).

The tender offers are conditioned on obtaining financing. The offers are not conditioned on the tender of a minimum principal amount of notes.

Baxter International is a medical products and health-care company based in Deerfield, Ill.

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