Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC Announce the Pricing of the Tender Offers for Certain Debt Securities Issued by Baxter International Inc.
PR Newswire
NEW YORK, March 1, 2016
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 the pricing 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 $2.2 billion aggregate principal amount (the “Maximum Tender Amount”) 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”). The total price to be paid by the Purchasers for the accepted Notes (including accrued interest) is $2,341,868,844.27, which will be delivered on Wednesday, March 2, 2016 (the “Early Settlement Date”).
Holders who validly tendered and did not validly withdraw their Notes by the Early Tender Date and whose Notes are accepted for purchase will receive the applicable Total Consideration (as defined in the Offer Materials) for Notes of that series as set forth in the table below (which includes the Early Tender Premium of $50 per $1,000 principal amount of Notes), plus accrued and unpaid interest up to, but not including, the Early Settlement Date.
|
Title of Security |
CUSIP Number |
Reference Security |
Reference Yield |
Fixed Spread |
Tender Offer Consideration (1) |
Total Consideration (1)(2)(3) |
|
0.950% Senior Notes due 2016 |
071813BH1 |
0.375% U.S. Treasury Notes due 5/31/2016 |
0.391%
|
-150 bps |
$955.11
|
$1,005.11
|
|
5.900% Senior Notes due 2016 |
071813AW9 |
0.500% U.S. Treasury Notes due 08/31/2016 |
0.524%
|
-100 bps |
$981.78
|
$1,031.78
|
|
1.850% Senior Notes due 2017 |
071813BD0 |
0.750% U.S. Treasury Notes due 01/15/2017 |
0.705%
|
-100 bps |
$968.69
|
$1,018.69
|
|
5.375% Senior Notes due 2018 |
071813AY5 |
1.000% U.S. Treasury Notes due 5/31/2018 |
0.884%
|
-50 bps |
$1,061.56
|
$1,111.56
|
|
1.850% Senior Notes due 2018 |
071813BJ7 |
1.125% U.S. Treasury Notes due 06/15/2018 |
0.879%
|
-50 bps |
$983.45
|
$1,033.45
|
|
4.500% Senior Notes due 2019 |
071813BA6 |
3.625% U.S. Treasury Notes due 08/15/2019 |
1.102%
|
-35 bps |
$1,077.50
|
$1,127.50
|
|
4.250% Senior Notes due 2020 |
071813BC2 |
1.375% U.S. Treasury Notes due 02/29/2020 |
1.222%
|
-35 bps |
$1,083.68
|
$1,133.68
|
(1) Per $1,000 principal amount of Notes.
(2) Includes an Early Tender Premium of $50 per $1,000 principal amount of Notes.
(3) In addition, payment for Notes purchased will include accrued and unpaid interest to, but excluding, the Early Settlement Date.
The applicable Tender Offer Consideration for each series was 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 set forth in the table above) as calculated by the Purchasers at 2:00 p.m., New York City time, today.
The Offers will expire at 11:59 p.m., New York City time, on March 14, 2016, unless extended or earlier terminated (the “Expiration Date”).
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 (as defined in the Offer to Purchase) of such Notes.
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.
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SOURCE Baxter International Inc.
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