UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 20, 2006
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-4448
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36-0781620 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| One Baxter Parkway, Deerfield, Illinois
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60015-4633 |
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| (Address of principal executive offices)
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(Zip Code) |
(847) 948-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On December 20, 2006, Baxter International Inc. (the “Company”) entered into a $1.5
billion, five-year revolving credit agreement (the “Agreement”) among the Company, as
Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication
Agent, J.P. Morgan Securities, Inc. and Banc of America Securities LLC as Co-Lead Arrangers and
Joint Bookrunners, each of Deutsche Bank AG, Goldman Sachs Credit Partners L.P., UBS AG and
Citibank, N.A., as Co-Documentation Agents, and the lenders party thereto. The Company may, at its
option, seek to increase the aggregate commitment under the Agreement by up to $500 million up to a
maximum aggregate commitment of $2 billion provided no event of default under the Agreement has
occurred.
The Agreement enables the Company to borrow funds in U.S. Dollars, Swiss Francs, Japanese Yen
and Euros on an unsecured basis at variable interest rates and contains financial and other
covenants, including a maximum net-debt-to-capital ratio covenant, as well as events of default
with respect to the Company and in some circumstances its Material Subsidiaries which are customary
for facilities of this type. The Agreement also provides for the issuance of
letters of credit.
The obligations of the lenders under the Agreement to provide advances will terminate on the
earlier of (i) December 20, 2011 and (ii) the date on which the Commitments shall have been reduced
to zero or terminated in whole pursuant to the terms of the Agreement including by reason of an
event of default.
The description above is a summary of the Agreement and is qualified in its entirety by the
complete text of the Agreement, a copy of which is attached to this report as Exhibit 10.1
and incorporated herein by reference. Capitalized terms not defined herein have the meanings given
to them in the Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
The Agreement replaces the Company’s $800 million, five-year revolving credit agreement, dated
September 29, 2004, and its $640 million, five-year revolving credit agreement, dated October 3,
2002, each of which was terminated on December 20, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Credit Agreement dated December 20, 2006. |