UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Credit Agreements
U.S. $4,000,000,000 Term Loan Credit Agreement
On September 28, 2022, Baxter International Inc. (“Baxter”) entered into a first amendment (the “Term Loan First Amendment”) to the existing $4.0 billion term loan credit facility, dated as of September 30, 2021 (as amended by the Term Loan First Amendment, the “First Amended Term Loan Credit Agreement”), among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the Term Loan First Amendment was to amend the net leverage ratio covenant to extend the net leverage ratio step-down schedule by four fiscal quarters, beginning with the first scheduled step down which had been scheduled to occur with respect to the quarter ending March 31, 2023.
On September 28, 2022, Baxter entered into a second amendment (the “Term Loan Second Amendment” and together with the Term Loan First Amendment, the “Term Loan Amendments”) to the First Amended Term Loan Credit Agreement (as amended by the Term Loan Second Amendment, the “Term Loan Credit Agreement”), among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the Term Loan Second Amendment was to transition the benchmark rate from LIBOR to Term SOFR.
The description above is a summary of the Term Loan Amendments and is qualified in its entirety by the complete texts of the Term Loan Amendments, copies of which are attached to this report as Exhibits 10.1 and 10.2 and incorporated herein by reference. Capitalized terms used under this “U.S. $4,000,000,000 Term Loan Credit Agreement” subsection that are not defined herein have the meanings given to them in the Term Loan Amendments, as applicable.
U.S. $2,500,000,000 Five-Year Credit Agreement
On September 28, 2022, Baxter entered into a first amendment (the “USD Revolving First Amendment”) to the existing $2.5 billion, five-year revolving credit agreement, dated as of September 30, 2021 (as amended by the USD Revolving First Amendment, the “First Amended USD Revolving Credit Agreement”), among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the USD Revolving First Amendment was to amend the net leverage ratio covenant to extend the net leverage ratio step-down schedule by four fiscal quarters, beginning with the first scheduled step down which had been scheduled to occur with respect to the quarter ending March 31, 2023.
On September 28, 2022, Baxter entered into a second amendment (the “USD Revolving Second Amendment” and together with the USD Revolving First Amendment, the “USD Revolving Amendments”) to the First Amended USD Revolving Credit Agreement (as amended by the USD Revolving Second Amendment, the “USD Revolving Credit Agreement”), among Baxter, as Borrower, various lenders and JPMorgan Chase Bank, National Association, as Administrative Agent. The purpose of the USD Revolving Second Amendment was to transition the benchmark rate from LIBOR to Term SOFR.
The description above is a summary of the USD Revolving Amendments and is qualified in its entirety by the complete texts of the USD Revolving Amendments, copies of which are attached to this report as Exhibits 10.3 and 10.4 and incorporated herein by reference. Capitalized terms used under this “U.S. $2,500,000,000 Five-Year Credit Agreement” subsection that are not defined herein have the meanings given to them in the USD Revolving Amendments, as applicable.
Amendment to Existing €200,000,000 Credit Agreement
On September 28, 2022, Baxter Healthcare SA and Baxter World Trade SRL (the “Euro Borrowers”) and their existing lender group entered into a second amendment (the “Euro Amendment”) to the existing €200 million revolving credit facility, dated as of December 20, 2019, as amended by that certain First Amendment, dated as of October 1, 2021 (the “Existing Euro Revolving Credit Agreement” and, as amended by the Euro Amendment, the “Euro Revolving Credit Agreement”), among the Euro Borrowers, as Borrowers, various lenders, and J.P. Morgan SE, as Administrative Agent, and the related Guaranty by Baxter, as Guarantor. The purpose of the Euro Amendment was to amend the net leverage ratio covenant in the Guaranty to extend the net leverage ratio step-down schedule by four fiscal quarters, beginning with the first scheduled step down which had been scheduled to occur with respect to the quarter ending March 31, 2023.
The description above is a summary of the Euro Amendment and is qualified in its entirety by the complete text of the Euro Amendment, a copy of which is attached to this report as Exhibit 10.5 and incorporated herein by reference. Capitalized terms used under this “Amendment to Existing €200,000,000 Credit Agreement” subsection that are not defined herein have the meanings given to them in the Euro Amendment.
| Item 7.01 | Regulation FD Disclosure. |
The presentation furnished herewith as Exhibit 99.1 is being provided to certain stockholders on or after October 3, 2022, as part of Baxter International Inc.’s annual stockholder engagement program.
The information in Section 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2022
| BAXTER INTERNATIONAL INC. | ||
| By: | /s/ Ellen K. Bradford | |
| Ellen K. Bradford | ||
| Senior Vice President and Corporate Secretary | ||