BioMarin Announces Proposed Private Offering of Senior Notes and Syndication of New Senior Secured Term Loan Facility

Rhea-AI Summary

BioMarin (NASDAQ: BMRN) announced a proposed private offering of $850 million senior unsecured notes due 2034 and launched syndication for a new $2.0 billion senior secured Term Loan B facility, in addition to an $800 million Term Loan A facility and a $600 million senior secured revolving facility to support its pending acquisition of Amicus.

Net proceeds from the notes, borrowings under the new senior secured credit facilities and cash on hand are intended to fund acquisition consideration, fees and expenses. Gross note proceeds will be placed in escrow and must be redeemed if the acquisition is not completed on or prior to December 19, 2026 (subject to specified events). The notes will be guaranteed by certain subsidiaries and will include customary covenants and transfer restrictions.

Positive

• Committed financing plan totaling up to $4.25 billion
• Notes proceeds to be held in escrow pending acquisition closing
• Notes and term loans include subsidiary guarantees to support lenders

Negative

• Significant new leverage with multiple term loans and unsecured notes
• Mandatory redemption obligation if acquisition not completed by Dec 19, 2026
• Indenture covenants will restrict dividends, additional debt, and asset sales

News Market Reaction

+1.01%

1 alert

+1.01% News Effect

On the day this news was published, BMRN gained 1.01%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Senior notes offering: $850 million Term Loan B Facility: $2 billion Term Loan A Facility: $800 million +4 more

7 metrics

Senior notes offering $850 million Proposed senior unsecured notes due 2034

Term Loan B Facility $2 billion New senior secured term loan B to fund Amicus acquisition

Term Loan A Facility $800 million Senior secured term loan A as part of New Senior Secured Credit Facilities

Revolving credit facility $600 million New senior secured revolving credit facility tied to Acquisition

Additional revolver capacity $150 million Potential borrowings under New Revolving Facility for fees and expenses

Notes maturity 2034 Maturity year of proposed senior unsecured notes

Acquisition deadline December 19, 2026 Deadline before special mandatory redemption of Notes if Acquisition not completed

Market Reality Check

Price: $56.54 Vol: Volume 2,106,352 is 6% ab...

normal vol

$56.54 Last Close

Volume Volume 2,106,352 is 6% above the 20-day average of 1,991,154 shares. normal

Technical Trading slightly below 200-day MA, at $56.21 vs 200-day MA of $56.68.

Peers on Argus

BMRN was down 1.7% with modestly elevated volume, while key biotech peers were m...

BMRN was down 1.7% with modestly elevated volume, while key biotech peers were mixed: BBIO -2.38%, IONS -1.8%, EXEL -0.83%, ASND +2.94%, SMMT -3.79%. Moves do not show a unified sector direction, suggesting the financing for the Amicus acquisition is being viewed as company-specific.

Historical Context

5 past events · Latest: Jan 15 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 15	Third-party sector news	Neutral	-1.8%	Freddie Mac multifamily volume update; appears unrelated to BioMarin operations.
Jan 12	Leadership appointment	Positive	-4.3%	New Chief Digital and Information Officer to lead technology and data strategy.
Jan 08	Conference & prelims	Negative	-2.3%	J.P. Morgan presentation with preliminary 2025 results and expected ROCTAVIAN write-down.
Jan 08	Strategic partnership	Positive	-1.6%	Long-term Veeva partnership to enhance development and commercialization efficiency.
Dec 19	Major acquisition	Positive	+17.7%	Agreement to acquire Amicus for $4.8B, expanding rare disease portfolio and revenues.

Pattern Detected

Recent BioMarin news often involved strategic or operational updates, with the notable Amicus acquisition driving a strong positive move while other corporate or partnership headlines saw negative price reactions. This mixed pattern suggests investors have been selective, rewarding major transformative deals but reacting cautiously to routine updates or added complexity.

Recent Company History

Over the past months, BioMarin has announced several strategic developments. On Dec 19, 2025, it agreed to acquire Amicus for about $4.8 billion, adding $599 million in revenue products and planning roughly $3.7 billion of debt financing, which drove a +17.71% move. January 2026 brought a Veeva partnership, a leadership appointment, and a J.P. Morgan conference appearance with preliminary financials and a ROCTAVIAN write-down, each followed by modest declines. Today’s proposed notes and loan facilities tie directly into financing that previously announced Amicus deal.

Market Pulse Summary

This announcement details how BioMarin plans to finance its pending Amicus acquisition through $850 ...

Analysis

This announcement details how BioMarin plans to finance its pending Amicus acquisition through $850 million in senior notes plus new term loans and a revolving credit facility. It follows the $4.8 billion deal disclosed on Dec 19, 2025, which was partly debt-funded. Investors may focus on total leverage, covenant limits, and the special mandatory redemption feature if the deal is not closed by Dec 19, 2026, alongside ongoing write-down and integration risks.

Key Terms

senior unsecured notes, senior secured term loan "b" facility, revolving credit facility, escrow account, +4 more

8 terms

senior unsecured notes financial

"it intends to offer... $850 million of 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.

senior secured term loan "b" facility financial

"it launched the syndication of a new $2 billion senior secured term loan "B" facility"

A senior secured term loan B is a large, long-term loan made to a company that is backed by specific assets and sits near the top of the repayment order if the company runs into trouble. Think of it as a mortgage-like loan for a business held by institutional lenders: it usually carries higher interest, limited principal paydown until maturity, and matters to investors because its size, cost and priority affect a company’s financial flexibility and the risk to shareholders and other creditors.

revolving credit facility financial

"and a $600 million senior secured revolving credit facility into which BioMarin expects"

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 issuance of the Notes will be 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 is expected to contain 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.

covenants financial

"The indenture governing the Notes is expected to contain customary covenants that"

Covenants are rules written into loan or bond contracts that require a company to do or avoid certain things—like keeping debt below a set level or not selling key assets. They matter to investors because they protect lenders and influence a company’s flexibility: tight covenants can limit growth plans but lower default risk, while loose covenants give freedom but increase credit risk, similar to how household rules affect a family’s budget choices.

rule 144a regulatory

"reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under"

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.

regulation s regulatory

"non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

SAN RAFAEL, Calif., Jan. 26, 2026 /PRNewswire/ -- BioMarin Pharmaceutical Inc. (NASDAQ: BMRN) ("BioMarin") announced today that it intends to offer, subject to market and other conditions, $850 million of senior unsecured notes due 2034 (the "Notes").

BioMarin also announced that, in connection with the pending acquisition (the "Acquisition") of Amicus Therapeutics, Inc. ("Amicus"), it launched the syndication of a new $2 billion senior secured term loan "B" facility (the "Term Loan B Facility"), which Term Loan B Facility is in addition to a $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 a $600 million senior secured revolving credit facility into which BioMarin expects to enter in connection with the Acquisition (the "New Revolving Facility" and, together with the Term Facilities, the "New Senior Secured Credit Facilities").

BioMarin intends to use the net proceeds from the offering of the Notes, together with borrowings under the Term Facilities and cash on hand, to fund the consideration payable in connection with the Acquisition and related fees and expenses in connection with the Acquisition, the borrowings under the New Senior Secured Credit Facilities, and the issuance of the Notes. The company may also borrow up to $150 million under the New Revolving Facility to pay such fees and expenses.

Gross proceeds from the issuance of the Notes will be 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 will be 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 is expected to contain 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 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 offering of the Notes is available only to a limited number of persons who are 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 will be 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. This press release contains information about the pending offering of the Notes, and there can be no assurance that the offering will be completed. The offering of the Notes may be made only by means of an offering memorandum.

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 proposed offering of the Notes, the entry into the New Senior Secured Credit Facilities, BioMarin's intention to issue the Notes and the expected use of proceeds. 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 proposed Notes offering, 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

What financing did BioMarin (BMRN) announce on January 26, 2026?

BioMarin announced a proposed private offering of $850 million senior unsecured notes due 2034 and syndication of a $2.0 billion Term Loan B plus an $800 million Term Loan A and a $600 million revolving facility.

How will BioMarin use the proceeds from the new BMRN notes and loans?

Net proceeds, borrowings and cash on hand are intended to fund the consideration, fees, and expenses related to the pending acquisition of Amicus.

What happens to the BMRN notes if the Amicus acquisition does not close by December 19, 2026?

Gross proceeds deposited in escrow will require redemption of the notes at 100% of initial issue price plus accrued interest if the acquisition is not completed on or before Dec 19, 2026 or upon specified events.

Will the new BMRN notes be publicly registered in the United States?

No; the notes will not be registered under the Securities Act and will be offered only to qualified institutional buyers or non-U.S. persons under applicable exemptions.

What investor restrictions and covenants accompany the BMRN notes and credit facilities?

The indenture is expected to include customary covenants restricting additional debt, dividends, liens, asset dispositions, and certain mergers and consolidations.