BioMarin (BMRN) raises $850M in senior notes to fund Amicus deal
Rhea-AI Filing Summary
BioMarin Pharmaceutical Inc. has closed a private offering of
BioMarin plans to use the net proceeds, together with a new
Offering proceeds are held in escrow until the Amicus acquisition closes. If the deal is not completed on or before
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- None.
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- None.
Insights
BioMarin locks in $850M notes to help finance the Amicus acquisition, with escrow and mandatory redemption protection.
BioMarin has completed an offering of
Proceeds are placed in escrow until the acquisition closes, and the notes must be redeemed at par plus accrued interest if the deal is not completed by
The notes will be guaranteed by subsidiaries, including Amicus and certain of its subsidiaries after closing, and are governed by covenants restricting additional debt, dividends, liens, asset sales and mergers. Future disclosures around closing of the New Senior Secured Credit Facilities and the Amicus transaction will clarify the final leverage profile.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the company) completed its previously-announced private placement of $850 million aggregate principal amount of 5.500% Senior Notes due 2026 (the Notes) to several investment banks acting as initial purchasers who subsequently resold the Notes to qualified institutional buyers as defined in 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 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 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 cash on hand, to fund the consideration payable in connection with the pending acquisition (the Acquisition) of Amicus Therapeutics, Inc. and related fees and expenses in connection with the Acquisition, the 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 in connection with the Acquisition (the New Revolving Facility and, together with the Term Facilities, the New Senior Secured Credit Facilities). BioMarin may also 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 description of the Notes and the guarantees thereof by BioMarin and certain of its subsidiaries is incorporated herein by reference to BioMarin’s Current Report on Form 8-K, filed on January 29, 2026.
The Notes were issued pursuant to an Indenture, dated as of February 12, 2026 (the Indenture), among BioMarin, certain subsidiaries of BioMarin party thereto as subsidiary guarantors (the Guarantors) and U.S. Bank Trust Company, National Association, as trustee (the Trustee). The Indenture contains covenants that will limit the ability of BioMarin and certain of its subsidiaries to, among other things:
| • | incur, assume or guarantee additional indebtedness; |
| • | declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; |
| • | make any principal payment on, or redeem or repurchase, subordinated debt; |
| • | make loans, advances or other investments; |
| • | incur liens; |
| • | sell or otherwise dispose of assets, including capital stock of subsidiaries; |
| • | enter into sale and lease-back transactions; |
| • | consolidate or merge with or into, or sell all or substantially all of the assets of BioMarin to, another person; and |
| • | enter into transactions with affiliates. |
Certain of the covenants will be suspended during any period in which the Notes receive investment grade ratings.
The Indenture also provides for certain events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be declared immediately due and payable. The following constitute events of default under the Indenture:
| • | a default in any payment of interest on any Note when due, continued for 30 days; |
| • | a default in the payment of principal or premium, if any, of any Note when due at maturity, upon redemption, required repurchase or otherwise; |
| • | failure by BioMarin or, as applicable, certain of its subsidiaries, after receipt of written notice given by the Trustee or the holders of not less than 30% in aggregate principal amount of the Notes then outstanding to comply with certain obligations, covenants or agreements contained in the Notes or the Indenture; |
| • | failure by BioMarin or, as applicable, certain of its subsidiaries, to pay certain indebtedness within any applicable grace period after final maturity or the acceleration of any such indebtedness by the holders thereof because of a default, subject to certain exceptions, in each case, if the total amount of such indebtedness unpaid or accelerated exceeds $125 million or its foreign currency equivalent; |
| • | certain events of bankruptcy, insolvency or reorganization of BioMarin or certain of its subsidiaries; |
| • | failure by BioMarin or, as applicable, certain of its subsidiaries, to pay final judgments aggregating in excess of $125 million or its foreign currency equivalent (net of any amounts that are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 75 days; or |
| • | the guarantee of a Guarantor with respect to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any guarantee with respect to the Notes and such default continues for 10 days. |
The foregoing descriptions of the Indenture and the Notes are not intended to be complete and are qualified in their entirety by reference to the Indenture and the form of Note, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On February 12, 2026, BioMarin issued a press release announcing the closing of the offering of the Notes. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 4.1 | Indenture, dated as of February 12, 2026, by and among BioMarin Pharmaceutical Inc., certain guarantors party thereto, and U.S. Bank Trust Company, National Association. | |
| 4.2 | Form of Global Note (included as Exhibit A to the Indenture filed as Exhibit 4.1). | |
| 99.1 | Press Release dated February 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities were made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the entry into the New Senior Secured Credit Facilities and the expected use of proceeds of the New Senior Secured Credit Facilities and the offering of the Notes. 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BioMarin Pharmaceutical Inc., a Delaware corporation | ||||||
| Date: February 12, 2026 | By: | /s/ G. Eric Davis | ||||
| G. Eric Davis | ||||||
| Executive Vice President, Chief Legal Officer | ||||||
Exhibit 99.1
Contacts:
| Investors | Media | |
| Traci McCarty BioMarin Pharmaceutical Inc. (415) 455-7558 |
Erin Rau BioMarin Pharmaceutical Inc. (925) 683-9622 |
BioMarin Announces Closing of Private Offering of Senior Notes
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.
FAQ
What did BioMarin (BMRN) announce in its latest 8-K filing?
How will BioMarin (BMRN) use the $850 million notes proceeds?
What new credit facilities are tied to BioMarin’s Amicus acquisition?
What happens to BioMarin’s notes if the Amicus deal does not close?
What covenants apply to BioMarin’s new senior unsecured notes?
Who guarantees BioMarin’s $850 million senior notes related to the Amicus deal?
Filing Exhibits & Attachments
5 documents