| Item 7.01 |
Regulation FD Disclosure. |
On January 29, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the company) entered into a purchase agreement (the Purchase Agreement) with Morgan Stanley & Co. LLC as representative of the several initial purchasers listed in Schedule I thereto (collectively, the Initial Purchasers), relating to the sale by BioMarin of $850 million of 5.500% senior unsecured notes due 2034 (the Notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act) and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. BioMarin expects the offering of the Notes (the Offering) to close on or about February 12, 2026.
BioMarin also announced that, in connection with the pending acquisition (the Acquisition) of Amicus Therapeutics, Inc. (Amicus), it completed 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, 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 (the 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 the general senior unsecured obligations of BioMarin and 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 Notes and related guarantees will rank equal in right of payment with any of BioMarin’s and the guarantors’ existing and future unsubordinated indebtedness, including the indebtedness under the New Senior Secured Credit Facilities, and will rank senior in right of payment to all of BioMarin’s and guarantors’ future indebtedness that by its terms is subordinated to the Notes and related guarantees. The Notes and related guarantees will be structurally subordinated to all liabilities of each of BioMarin’s subsidiaries that do not guarantee the Notes. The guarantees of a guarantor may be released under certain circumstances.
The Notes and related guarantees will be effectively subordinated to BioMarin’s and the guarantors’ existing and future indebtedness that is secured to the extent of the value of such applicable collateral (except, solely with respect to the funds deposited in the Escrow Account, prior to the date on which such funds are released from escrow).
The Notes will accrue interest at an annual rate of 5.500% payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The Notes will mature on February 15, 2034, unless earlier exchanged, repurchased or redeemed.
Except as described below, the Notes may not be redeemed before February 15, 2029. Thereafter, some or all of the Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. At any time prior to February 15, 2029, some or all of the Notes may be redeemed at a price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the redemption date. Also, prior to February 15, 2029, up to 40% of the aggregate principal amount of the Notes may be redeemed at a redemption price of 105.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings.
