BAXTER INTERNATIONAL INC (BAX): M&A transaction — Baxter completes $3.8B sale of kidney care business (Vantive) to Carlyle-backed buyers; net proceeds ~$3.71B

BAXTER INTERNATIONAL INC

Sale closed Jan 31, 2025; net pre-tax cash proceeds of approximately $3.71B after working capital and debt adjustments.
Chris Toth, EVP and Group President Kidney Care, ceased as executive officer effective closing date.
Amendment to purchase agreement clarifies cash adjustment definitions, post-closing cash sweep mechanics, and excess withholding tax exposure.
Original aggregate purchase price of $3.80B in cash, subject to closing adjustments.

item 2.01 item 5.02 item 9.01

Executive movements

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Departed

Chris Toth

Executive Vice President and Group President, Kidney Care

BAX · BAXTER INTERNATIONAL INC

Effective: 2025-01-31
Filed: February 3, 2025, 6:59 PM ET

In accordance with the terms and conditions of the Purchase Agreement, effective as of the Closing Date, Chris Toth ceased serving as Executive Vice President and Group President, Kidney Care, and as an executive officer of the Company.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Chris Toth departed as Executive Vice President and Group President, Kidney Care at BAXTER INTERNATIONAL INC.

Action: ceased
Role: Executive Vice President and Group President, Kidney Care

Exact text from the filing

In accordance with the terms and conditions of the Purchase Agreement, effective as of the Closing Date, Chris Toth ceased serving as Executive Vice President and Group President, Kidney Care, and as an executive officer of the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BAXTER INTERNATIONAL INC completed a disposition involving Spruce Bidco I, Inc., Spruce Bidco II, Inc., Spruce Bidco I Limited, and CP Spruce Holdings, S.C.Sp for $3.80 billion in cash (closed 2025-01-31).

Action: disposition
Counterparty: Spruce Bidco I, Inc., Spruce Bidco II, Inc., Spruce Bidco I Limited, and CP Spruce Holdings, S.C.Sp
Consideration: $3.80 billion in cash
Closing: 2025-01-31

Exact text from the filing

as of January 31, 2025 (the “ Amendment ”), the “ Purchase Agreement ”). At signing of the Purchase Agreement, the Buyer and Seller agreed to an aggregate purchase price of $3.80 billion in cash, subject to certain closing cash, working capital and debt adjustments. After giving effect to the adjustment mechanisms in the Purchase Agreement, the Company received

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BAXTER INTERNATIONAL INC filing history →

Source: SEC EDGAR

accession 0001628280-25-003388

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