Filed pursuant to Rule 433
Registration No. 333-183099
Dated June 4, 2013
FINAL TERM SHEET
Floating Rate Senior Notes Due 2014
| Issuer: | Baxter International Inc. | |
| Ratings (Moody’s / S&P / Fitch): | A3 (stable) / A (stable) / A (negative watch) | |
| Format: | SEC Registered | |
| Ranking: | Senior Notes | |
| Offering Size: | $500,000,000 | |
| Trade Date: | June 4, 2013 | |
| Settlement Date: | June 11, 2013 (T+5) | |
| Maturity: | December 11, 2014 | |
| Interest Reset and Payment Dates: | Quarterly on each 11th of March, June, September and December | |
| First Pay Date: | September 11, 2013 | |
| Spread to LIBOR: | 17 bps | |
| Designated LIBOR Page: | Reuters Screen LIBOR01 Page | |
| Index Maturity: | 3 month LIBOR | |
| Interest Determination Date: | The second London Banking Day preceding the first day of such interest period | |
| Issue Price: | 100.000% | |
| Day Count Basis: | Actual / 360 | |
| Optional Redemption: | None | |
| Special Mandatory Redemption: | In the event the Company does not complete the acquisition of Gambro AB on or prior to March 17, 2014 or the related share purchase agreement is terminated at any time prior thereto, the Company will redeem all the notes on the special mandatory redemption date at a redemption price equal to 101% of the | |
| aggregate principal amount of the notes, plus accrued and unpaid interest from the date of initial issuance to but excluding the special mandatory redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). | ||
| Minimum Denomination: | $2,000 x $1,000 | |
| CUSIP / ISIN: | 071813 BK4 / US071813BK45 | |
| Joint Bookrunners: | J.P. Morgan Securities LLC | |
| Citigroup Global Markets Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Credit Suisse Securities (USA) LLC | ||
| Deutsche Bank Securities Inc. | ||
| RBS Securities Inc | ||
| UBS Securities LLC | ||
| Senior Co-Managers: | Barclays Capital Inc. | |
| HSBC Securities (USA) Inc. | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| Mizuho Securities USA Inc. | ||
| Co-Managers: | TD Securities (USA) LLC | |
| BNY Mellon Capital Markets, LLC | ||
| Danske Markets Inc. | ||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it. In the case of J.P Morgan Securities LLC, you may request the prospectus by contacting J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, telephone: (212) 834-4533 or by facsimile: (212) 834-6081; in the case of Citigroup Global Markets Inc., you may request the prospectus by contacting Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146, or email: batprospectususdept@citi.com; in the case of Merrill Lynch, Pierce, Fenner & Smith Incorporated, you may request the prospectus by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, 222 Broadway, 11th Floor, New York, NY 10038, Attention: Prospectus Department, telephone: 1-800-294-1322, or email: dg.prospectus_requests@baml.com.