Baxter International Inc. filed a Form 8-K on August 18, 2026, disclosing an amendment to its five-year credit agreement and announcing an increase in the aggregate purchase price cap for its cash tender offers from $500 million to $600 million.

Key Highlights

  • Credit agreement amended: Amendment No. 2 was entered into on August 18, 2026, to the amended and restated five-year credit agreement originally dated June 11, 2025.
  • Net leverage ratio covenant changed: The amendment increases the maximum net leverage ratio for five fiscal quarters ending September 30, 2026 through September 30, 2027.
  • Borrower removed: Baxter World Trade SRL was removed as a Borrower under the Amended Credit Agreement.
  • Tender offer cap increased: The aggregate purchase price cap for the Offers was raised to up to $600 million, from the previously announced $500 million.
  • Notes targeted: The tender offers cover the 3.132% Senior Notes due 2051, 3.500% Senior Notes due 2046, 4.500% Senior Notes due 2043, and 2.539% Senior Notes due 2032.
  • No Final Settlement Date: The Company announced that there will be no Final Settlement Date, and no Notes tendered after August 17, 2026 will be accepted for purchase.

Baxter International Modifies Credit Terms and Expands Debt Tender Scope

Baxter International Inc. (NYSE:BAX), headquartered in Deerfield, Illinois, disclosed two significant financing actions on August 18, 2026. According to the filing, Amendment No. 2 modifies the amended and restated five-year credit agreement among the Company as Borrower Representative, Baxter Healthcare SA and Baxter World Trade SRL as Borrowers, various lenders, and JPMorgan Chase Bank, N.A. as Administrative Agent. That underlying agreement was originally dated June 11, 2025, and was previously modified by Amendment No. 1 dated November 25, 2025.

The filing states that Amendment No. 2 serves two purposes: to increase the maximum net leverage ratio covenant for five consecutive fiscal quarters running from the quarter ending September 30, 2026 through the quarter ending September 30, 2027, and to remove Baxter World Trade SRL as a Borrower. The filing notes that the description of Amendment No. 2 "is qualified in its entirety by the complete text of Amendment No. 2," which is attached as Exhibit 10.1.

Separately, the Company disclosed early tender results for its cash tender offers, which were originally announced with an Offer Cap of $500 million. The filing states the Company is increasing that cap to up to $600 million, excluding accrued and unpaid interest. The offers relate to four series of senior notes. The Company also announced pricing of the Offers and confirmed that no Notes tendered after August 17, 2026 will be accepted for purchase. The filing clarifies that the 8-K "is neither an offer to sell nor a solicitation of offers to buy any Notes," and that the Offers are made only pursuant to the Offer to Purchase dated August 4, 2026.

What Was Disclosed

Baxter International disclosed an amendment to its credit agreement adjusting net leverage ratio limits through September 2027 and removing one borrower entity, alongside an upsizing of its outstanding tender offers from $500 million to $600 million and the announcement that no final settlement date will occur.