BioMarin Announces Closing of Private Offering of Senior Notes

BioMarin (NASDAQ: BMRN) closed a private offering of $850 million 5.500% senior unsecured notes due 2034 at 100% issue price to help fund its pending acquisition of Amicus.

Rhea-AI Summary

BioMarin (NASDAQ: BMRN) closed a private offering of $850 million 5.500% senior unsecured notes due 2034 at 100% issue price to help fund its pending acquisition of Amicus.

The company plans to combine the Notes, a $2.0 billion Term Loan B, a $800 million Term Loan A, a proposed $600 million revolver and cash to pay acquisition consideration, fees and related borrowings.

Proceeds were placed in escrow; mandatory redemption triggers apply if the acquisition is not completed by December 19, 2026.

Positive

• Issued $850M 5.500% senior notes due 2034
• $2.0B Term Loan B secured to fund acquisition
• $800M Term Loan A secured to fund acquisition
• Anticipates $600M revolver with $150M availability for fees

Negative

• Notes must be redeemed if Acquisition not completed by Dec 19, 2026
• Indenture imposes covenants restricting dividends, additional debt, asset sales
• Subsidiary guarantees (including Amicus after closing) expand obligated group

Argus Feb 13 session

-0.12% close to close Open Argus

Details

News Market Reaction – BMRN

On Feb 13, the first trading day after this news, BMRN closed 0.12% below the previous close.

Data tracked by StockTitan Argus for the Feb 13 session.

Key Figures

Senior notes size: $850 million Coupon rate: 5.500% Issue price: 100.000% +5 more

Senior notes size

$850 million

Private offering of senior unsecured notes due 2034

Coupon rate

5.500%

Interest rate on senior unsecured notes due 2034

Issue price

100.000%

Initial issue price of the senior unsecured notes

Term Loan B facility

$2 billion

New senior secured Term Loan B facility

Term Loan A facility

$800 million

New senior secured Term Loan A facility

Revolving facility

$600 million

New senior secured revolving credit facility

Revolver draw capacity

$150 million

Maximum borrowing under new revolver for fees and expenses

Redemption deadline

December 19, 2026

Date by which Amicus acquisition must close before mandatory redemption

Previous Private placement,offering Reports

2 past events · Latest: Jan 29

Same Type 2 events

1. Jan 29

   Notes pricing & term loan

   24h Move

   -0.8%

   Priced $850M 5.500% 2034 notes and completed $2B Term Loan B syndication.

2. Jan 26

   Proposed notes offering

   24h Move

   +1.0%

   Announced proposed $850M notes plus new term loans and revolver for Amicus deal.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior unsecured notes, term loan "B" facility, term loan "A" facility, revolving credit facility, +3 more

7 terms

senior unsecured notes financial

"offering of $850 million of 5.500% senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

term loan "B" facility financial

"borrowings under a new $2 billion senior secured term loan "B" facility"

A term loan “B” facility is a long-term syndicated loan tranche typically arranged for a company with higher leverage and sold mainly to institutional investors like loan funds and CLOs. Think of it as a long-lasting mortgage split into a chunk that is easier for big investors to buy; it matters because its size, interest cost, repayment schedule and covenants directly affect a company’s cash flow, refinancing risk and credit profile.

term loan "A" facility financial

"$800 million senior secured term loan "A" facility"

A Term Loan A facility is a type of bank loan that provides a company with a fixed principal amount repaid over a set schedule, typically with regular principal and interest payments. Investors watch it because it shapes a company’s near-term cash flow and debt obligations—like a mortgage payment schedule for a household—affecting credit risk, interest expense, and the company’s ability to fund operations or pay dividends.

revolving credit facility financial

"enter into a $600 million senior secured revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

escrow account financial

"Gross proceeds from the offering of the Notes were deposited into an escrow account"

An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.

indenture regulatory

"The indenture governing the Notes contains customary covenants"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Rule 144A regulatory

"qualified institutional buyers" as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN RAFAEL, Calif., Feb. 12, 2026 /PRNewswire/ -- BioMarin Pharmaceutical Inc. (NASDAQ: BMRN) ("BioMarin") announced today that it closed its previously announced offering of $850 million of 5.500% senior unsecured notes due 2034 (the "Notes"). The issue price of the Notes is 100.000%.

BioMarin intends to use the net proceeds from the offering of the Notes, together with borrowings under a new $2 billion senior secured term loan "B" facility (the "Term Loan B Facility") and $800 million senior secured term loan "A" facility (the "Term Loan A Facility" and, together with the Term Loan B Facility, the "Term Facilities") and cash on hand, to fund the consideration payable in connection with the pending acquisition (the "Acquisition") of Amicus Therapeutics, Inc. ("Amicus") and related fees and expenses in connection with the Acquisition and borrowings under the Term Facilities and the offering of the Notes. In addition to the Term Facilities, BioMarin expects to enter into a $600 million senior secured revolving credit facility connection with the Acquisition (the "New Revolving Facility" and, together with the Term Facilities, the "New Senior Secured Credit Facilities"). BioMarin may borrow up to $150 million under the New Revolving Facility to pay such fees and expenses.

Gross proceeds from the offering of the Notes were deposited into an escrow account at the closing of the offering, pending consummation of the Acquisition. In the event that the Acquisition is not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, BioMarin will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or the most recent date to which interest has been paid or provided for, to but excluding the special mandatory redemption date.

The Notes are jointly and severally guaranteed by certain of BioMarin's subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities, including, after the closing of the Acquisition, Amicus and certain of its subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities.

The indenture governing the Notes contains customary covenants that, among other things, restrict, with certain exceptions, the ability of each of BioMarin and its subsidiaries to incur additional debt, pay dividends, make certain other restricted payments, incur debt secured by liens, dispose of assets, engage in consolidations and mergers or sell or transfer all or substantially all of its assets.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of or in a transaction not subject to the Securities Act and any state or other applicable securities laws. Accordingly, the Notes were offered and sold only to a limited number of persons who were either (1) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (2) non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with any state or other applicable securities laws.

This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

About BioMarin

BioMarin is a leading, global rare disease biotechnology company focused on delivering medicines for people living with genetically defined conditions. Founded in 1997, the San Rafael, California-based company has a proven track record of innovation, with eight commercial therapies and a strong clinical and preclinical pipeline. Using a distinctive approach to drug discovery and development, BioMarin seeks to unleash the full potential of genetic science by pursuing category-defining medicines that have a profound impact on patients.

Forward-Looking Statements

This press release contains forward-looking statements about the entry into the New Senior Secured Credit Facilities, the Acquisition, and the expected use of proceeds of the Offering and the New Senior Secured Credit Facilities. These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. These risks and uncertainties include, among others, the timing to consummate the New Senior Secured Credit Facilities and Acquisition, and the risk that such transactions may not close, as well as those factors detailed in BioMarin's filings with the Securities and Exchange Commission, including, without limitation, the factors contained under the caption "Risk Factors" in BioMarin's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as such factors may be updated by any subsequent reports. Investors are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin is under no obligation and expressly disclaims any obligation to update or alter any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

BioMarin^® is a registered trademark of BioMarin Pharmaceutical Inc.

Contacts:
Investors	Media
Traci McCarty	Erin Rau
BioMarin Pharmaceutical Inc.	BioMarin Pharmaceutical Inc.
(415) 455-7558	(925) 683-9622

 

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SOURCE BioMarin Pharmaceutical Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the terms of BioMarin's Feb 12, 2026 private note offering (BMRN)?

BioMarin issued $850 million of 5.500% senior unsecured notes due 2034 at 100% issue price. According to the company, gross proceeds were deposited into escrow pending consummation of the pending acquisition of Amicus.

How will BioMarin finance the Amicus acquisition after the Feb 12, 2026 offering (BMRN)?

BioMarin intends to use Notes proceeds, a $2.0B Term Loan B, a $800M Term Loan A, cash and a proposed revolver. According to the company, these facilities together are intended to fund consideration, fees and related borrowings.

What happens to BMRN's notes if the Amicus acquisition isn't completed by December 19, 2026?

The Notes will be required to be redeemed at 100% plus accrued interest on the special mandatory redemption date. According to the company, gross proceeds remain in escrow until consummation or required redemption events occur.

Are the new BMRN notes secured or guaranteed and by whom?

The Notes are unsecured but are jointly and severally guaranteed by certain BioMarin subsidiaries. According to the company, after closing, Amicus and certain Amicus subsidiaries will also guarantee the New Senior Secured Credit Facilities.

What restrictions do the BMRN indenture covenants impose after the Feb 12, 2026 offering?

The indenture restricts incurrence of additional debt, dividends, certain restricted payments, liens and asset dispositions. According to the company, these are customary covenants subject to specified exceptions.

How much of the proposed $600M revolver can BioMarin borrow to pay acquisition fees (BMRN)?

BioMarin may borrow up to $150 million under the proposed $600 million revolver to pay fees and expenses. According to the company, this borrowing capacity is part of the New Senior Secured Credit Facilities tied to the Acquisition.