Emergent BioSolutions (NYSE: EBS) extends debt maturities and trims ABL
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Emergent BioSolutions refinanced its main credit facilities by entering a new Term Loan Agreement and amending its asset-based revolving credit facility. The new structure centers on a $150 million Initial Term Loan plus a $75 million delayed draw term loan arranged by OrbiMed and Jefferies Finance.
The Term Loan bears interest at Term SOFR, with a 3.00% floor, plus 6.25% per annum, and carries a 1.00% annual fee on undrawn delayed draw amounts. It matures as late as April 16, 2031, subject to a springing maturity tied to Emergent’s 3.875% Senior Unsecured Notes due 2028. Proceeds from the Initial Term Loan and cash on hand fully repaid and terminated the company’s prior term credit agreement.
Emergent also amended its ABL facility with Wells Fargo, reducing the revolving commitment from $100 million to $50 million while extending its latest maturity to April 16, 2031 and adjusting covenants. The Term Loan and ABL now sit in a revised collateral and covenant framework, including leverage tests and mandatory prepayments from certain debt incurrence, asset sales, casualty proceeds and excess cash flow.
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Insights
Emergent extends debt maturities, lowers term-loan cost and reshapes its lending mix.
Emergent BioSolutions locked in a new $150 million term loan plus a $75 million delayed draw tranche, replacing its prior credit facility. Interest is set at Term SOFR, with a 3.00% floor, plus 6.25%, and the company pays a 1.00% fee on undrawn delayed draw capacity.
The term debt can mature as late as April 16, 2031, but includes a springing maturity 91 days before the 3.875% Senior Unsecured Notes due 2028 if certain liquidity and principal conditions are not met. Covenants cap the consolidated total leverage ratio at 5.25:1.00 from the quarter ending September 30, 2026, and require a secured leverage ratio not above 1.75:1.00 to access the delayed draw.
The ABL amendment trims committed revolving capacity from $100 million to $50 million while also extending its maturity to April 16, 2031 and revising covenants. Overall, Emergent exchanges some liquidity headroom for longer-dated, structured term funding and a defined leverage framework, with actual impact depending on future cash flow, asset sale activity and use of the delayed draw and incremental facilities.
8-K Event Classification
6 items: 1.01, 1.02, 2.03, 3.02, 7.01, 9.01
6 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial Term Loan: $150 million
Delayed Draw Term Loan: $75 million
Term Loan interest rate: Term SOFR (3.00% floor) + 6.25% per annum
+5 more
8 metrics
Initial Term Loan
$150 million
Drawn in full on April 16, 2026 under new Credit Agreement
Delayed Draw Term Loan
$75 million
Available for 24 months after closing, subject to conditions
Term Loan interest rate
Term SOFR (3.00% floor) + 6.25% per annum
Ongoing interest margin on term debt
Undrawn delayed draw fee
1.00% per annum
Fee on undrawn portion of Delayed Draw Term Loan, paid quarterly
Term Loan outside maturity
April 16, 2031
Latest stated Term Loan Maturity Date absent earlier triggers
ABL revolving commitment
$50 million
Reduced from $100 million under ABL Amendment with Wells Fargo
Senior Notes coupon and maturity
3.875% due 2028
Notes referenced in springing maturity test for Term Loan
Total leverage covenant
5.25:1.00
Maximum consolidated total leverage ratio tested quarterly from Q3 2026
Key Terms
Term SOFR, consolidated total leverage ratio, asset-based revolving loan facility, excess cash flow, +2 more
6 terms
Term SOFR financial
"The Term Loan will accrue interest at Term SOFR (as defined in the Term Loan Agreement) (subject to a floor of 3.00%) plus 6.25% per annum."
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
consolidated total leverage ratio financial
"including the requirement that the consolidated total leverage ratio (as defined in the Term Loan Agreement) not exceed 5.25:1.00, tested every fiscal quarter"
Consolidated total leverage ratio measures how much a company owes compared with the profit it generates, calculated across all its units together. Think of it as the company’s total net debt divided by a measure of annual operating cash profit; like comparing how much mortgage you owe to your yearly take-home pay. Investors use it to judge risk: a higher ratio means more debt burden and greater vulnerability to shocks, while a lower ratio suggests a stronger ability to service debt and sustain operations.
asset-based revolving loan facility financial
"Emergent also amended its asset-based revolving loan facility (ABL) with Wells Fargo National Association, which now provides borrowing capacity of up to $50 million."
A credit line a company can draw, repay and draw again that is secured by specific assets — like inventory, accounts receivable or equipment — which the lender can claim if the loan isn’t repaid. Investors care because it provides flexible short-term cash for operations without selling assets, but increases borrowing and gives lenders a legal claim on those assets, affecting a company’s financial risk and ability to raise other funds.
excess cash flow financial
"and (c) 50% (with step-downs based on the Company’s consolidated total net leverage ratio, as defined in the Term Loan Agreement) of annual excess cash flow"
springing maturity financial
"extends the latest maturity date of the revolving loan commitment from September 30, 2029 to April 16, 2031 (subject to springing maturity with respect to certain indebtedness as set forth in the ABL Credit Agreement)"
Term Loan Priority Collateral financial
"secured by a first-priority security interest in and lien on the Term Loan Priority Collateral (as defined in the Credit Agreement)"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||||||||
| of incorporation) | Identification No.) | |||||||||||||
(Address of principal executive offices, including zip code)
(240 ) 631-3200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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.
Term Loan Agreement
On April 16, 2026, Emergent BioSolutions Inc. (the “Company”) entered into a Credit Agreement (the “Term Loan Agreement”) by and among the Company, the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities V, LP, as administrative agent (the “Term Loan Agent”). Jefferies Finance LLC served as sole lead arranger. The Term Loan Agreement provides for (i) a term loan (the “Initial Term Loan”) in an aggregate principal amount equal to $150 million, which was drawn in full on the date of entry into the Term Loan Agreement (the “Closing Date”) and (ii) a delayed draw term loan available for 24 months following the Closing Date (the “Delayed Draw Term Loan” and together with the Initial Term Loan, collectively and individually as the context may require, the “Term Loan”) in an aggregate principal amount equal to $75 million, which is available for the Company to draw upon the satisfaction of certain conditions as set forth in the Term Loan Agreement (including compliance with a consolidated secured leverage ratio (as defined in the Term Loan Agreement) not to exceed 1.75:1.00).
The Term Loan Agreement also provides for an uncommitted incremental facility in an aggregate amount equal to the sum of (i) the greater of $200 million and 80% of the Company’s Consolidated EBITDA (as defined in the Term Loan Agreement) for the then-preceding four fiscal quarters, plus (ii) additional amounts based on, among other things, satisfaction of certain leverage ratio requirements.
The Term Loan will accrue interest at Term SOFR (as defined in the Term Loan Agreement) (subject to a floor of 3.00%) plus 6.25% per annum. A default interest rate of an additional 5.00% per annum would apply to all outstanding obligations that are not paid when due. A fee of 1.00% per annum on the undrawn portion of the Delayed Draw Term Loan is payable quarterly during the delayed draw availability period.
The Term Loan will mature on the first to occur (such date, the “Term Loan Maturity Date”) of (i) April 16, 2031, (ii) the date of acceleration of the Term Loan upon the occurrence and during the continuance of an event of default and (iii) the date that is 91 days prior to the scheduled maturity date of the Company’s 3.875% Senior Unsecured Notes due 2028 (the “Notes”), but solely to the extent that on such date, the aggregate principal amount outstanding under the Notes exceeds $75 million and the Company does not have Liquidity (as defined in the Term Loan Agreement) in an amount equal to $75 million plus the amount necessary to repay in full the Notes. The Term Loan Agreement contains certain customary default and cross-default provisions, representations and warranties and affirmative and negative covenants, including the requirement that the consolidated total leverage ratio (as defined in the Term Loan Agreement) not exceed 5.25:1.00, tested every fiscal quarter commencing with the fiscal quarter ending September 30, 2026.
All indebtedness outstanding under the Term Loan Agreement is guaranteed by certain of the Company’s direct and indirect subsidiaries, other than certain subsidiaries that are not material or are excluded pursuant to the terms of the Term Loan Agreement (the Company and the guarantors, collectively, the “Credit Parties”). The indebtedness under the Term Loan Agreement is secured by a first-priority security interest in and lien on the Term Loan Priority Collateral (as defined in the Credit Agreement) and a second-priority security interest and lien on the ABL Priority Collateral (as defined in the Credit Agreement).
The Company may elect to prepay the Term Loan, in whole or in part, from time to time. The Term Loan Agreement requires mandatory prepayments of the Term Loan in an amount equal to (a) 100% of the aggregate net cash proceeds from the incurrence of certain indebtedness by the Credit Parties, (b) subject to certain reinvestment rights, 100% of the aggregate net cash proceeds from (1) subject to certain specified exceptions, dispositions of property by the Credit Parties (provided that prepayment will not be required unless the net cash proceeds exceed $15 million in the aggregate per fiscal year or $10 million on a per-transaction basis) and (2) proceeds received by any Credit Party or their subsidiaries resulting from certain casualty events and (c) 50% (with step-downs based on the Company’s consolidated total net leverage ratio, as defined in the Term Loan Agreement) of annual excess cash flow (as defined in the Term Loan Agreement, and as reduced by certain prepayments of indebtedness), provided that no such excess cash flow payment is required if the amount of the payment would not exceed $10 million (and any payment is required only to the extent of such excess). Prepayments of the Term Loan are subject to (i) through and including the second anniversary of the Closing Date, a make-whole premium plus 3.00% of the aggregate principal amount of the Term Loan subject to prepayment, (ii) after the second anniversary, through and including the third anniversary of the Closing Date, a 3.00% prepayment premium, and (iii) after the third anniversary, through and including the fourth anniversary of the Closing Date, a 2.00% prepayment premium.
On the Closing Date, the Company used the proceeds of the Initial Term Loan, together with cash on hand, to repay all amounts outstanding and terminate commitments under the Credit Agreement dated as of August 30, 2024, by and among the Company, the lenders from time to time party thereto and OHA Agency LLC as administrative agent (as amended, the “Prior Credit Agreement”), plus accrued interest and fees. The proceeds of the Delayed Draw Term Loan may be used, among other things, to finance permitted acquisitions and other permitted investments and to finance growth capital expenditures.
The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference. The Term Loan Agreement contains representations, warranties and other provisions that were made only for purposes of the applicable agreement and as of specific dates, are solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by such parties. The Term Loan Agreement is not intended to provide any other factual information about the Company.
ABL Amendment
Additionally, on April 16, 2026, the Company, certain subsidiaries of the Company named therein, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, entered into that certain Amendment No. 1 to Credit Agreement (the “ABL Amendment”), which amended the Company’s existing Credit Agreement, dated as of September 30, 2024 (as amended by the ABL Amendment, the “ABL Credit Agreement”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
The ABL Amendment, among other things, (i) reduces the aggregate revolving loan commitment thereunder from $100 million to $50 million, (ii) extends the latest maturity date of the revolving loan commitment from September 30, 2029 to April 16, 2031 (subject to springing maturity with respect to certain indebtedness as set forth in the ABL Credit Agreement) and (iii) amends certain affirmative and negative covenants as more particularly set forth in the ABL Amendment.
The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the ABL Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The ABL Amendment contains representations, warranties and other provisions that were made only for purposes of the applicable agreement and as of specific dates, are solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by such parties. The ABL Amendment is not intended to provide any other factual information about the Company.
Item 1.02. Termination of a Material Definitive Agreement.
On April 16, 2026, in connection with the Company’s entry into the Term Loan Agreement, the Company terminated its obligations under the Prior Credit Agreement.
Item 3.02. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On April 16, 2026, the Company issued a press release announcing entry into the Term Loan Agreement and the ABL Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | Credit Agreement dated April 16, 2026, by and among Emergent BioSolutions Inc., the guarantors party thereto, the lenders party thereto and OrbiMed Royalty & Credit Opportunity V LP, as administrative agent† | |||||||
| 10.2 | Amendment No. 1 to Credit Agreement dated April 16, 2026, by and among Emergent BioSolutions Inc. and the other borrowers party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent† | |||||||
| 99.1 | Press release issued by Emergent BioSolutions Inc. on April 16, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
† Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified information is (i) not material and (ii) the type of information that the registrant treats as private or confidential. | ||||||||
SIGNATURE
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 hereunto duly authorized.
| EMERGENT BIOSOLUTIONS INC. | ||||||||
| Dated: April 16, 2026 | By: | /s/ RICHARD S. LINDAHL | ||||||
| Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer | ||||||||
Emergent BioSolutions Successfully Refinances Term Loan, Amends Asset-backed Loan Facility and Increases Financial Flexibility
Refinancing extends maturities, reduces interest expense and positions Emergent for durable, long-term growth as part of its multi-year transformation plan
GAITHERSBURG, Md., April 16, 2026 — Emergent BioSolutions Inc. (NYSE: EBS) announced today that the company has closed on a new credit facility agreement with OrbiMed for a new $150 million term loan. The proceeds from the new Term Loan were used to repay all amounts outstanding under the previous Term Loan facility agreement with Oak Hill Advisors. Emergent also amended its asset-based revolving loan facility (ABL) with Wells Fargo National Association, which now provides borrowing capacity of up to $50 million. Both the new Term Loan agreement and the ABL amendment extend maturities up to five years, through April 2031.
“We continue to push forward in strengthening our balance sheet and improving our financial flexibility to position Emergent for sustainable long-term growth,” stated Joe Papa, president and CEO of Emergent. “By refinancing our prior Term Loan facility and extending maturities, we expect to reduce our interest expense and bolster our cash position thereby allowing us to opportunistically deploy capital on value-creating strategic initiatives to advance our multi-year transformation plan.”
The new Term Loan agreement and amended ABL credit facility provide enhanced operational flexibility through less restrictive covenants, lower interest expense and increased ability to incur incremental debt to support business development opportunities. Since the strategic execution of Emergent’s multi-year transformation plan in 2024, its successful efforts to stabilize the balance sheet and significantly reduce the overall debt profile are further supported through this debt refinancing as it continues through its turnaround.
New Debt Description:
•Maturity of the new $150 million Term Loan has been extended to April 16, 2031 from August 30, 2029
•Maturity of the amended $50 million ABL has been extended to April 16, 2031 from September 30, 2029
•Interest expense on the new $150 million Term Loan has been reduced by 200 basis points annually
•Additional capacity to incur incremental debt through a committed delayed draw term loan, and expanded debt baskets
More information related to the terms of the new Term Loan agreement is detailed in Emergent’s Current Report on Form 8-K will be available on Emergent’s Investor page.
About Emergent BioSolutions
At Emergent, our mission is to protect and save lives. For over 25 years, we’ve been at work preparing those entrusted with protecting public health. We deliver protective and life-saving solutions for health threats like smallpox, mpox, botulism, Ebola, anthrax and opioid overdose emergencies. To learn more about how we help prepare communities around the world for today’s health challenges and tomorrow’s threats, visit our website and follow us on LinkedIn, X, Instagram, Apple Podcasts and Spotify.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including
statements regarding our ability to incur incremental debt, our ability to opportunistically deploy
capital, and our multi-year transformation plan, are forward-looking statements. We generally identify forward-looking statements by using words like "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "may," "plan," "position," "possible," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. These forward-looking statements are based on our current intentions, beliefs and expectations regarding future events based on information that is currently available. We cannot guarantee that any forward-looking statement will be accurate. Readers should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Readers are, therefore, cautioned not to place undue reliance on any forward-looking statement, as contained herein. Any such forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update any forward-looking statement to reflect new information, events or circumstances.
There are a number of important factors that could cause the company's actual results to differ materially from those indicated by any forward-looking statements. Readers should consider this cautionary statement, as well as the risks identified in our periodic reports filed with the U.S. Securities and Exchange Commission, when evaluating our forward-looking statements.
Investor Contact:
Richard S. Lindahl
Executive Vice President, CFO
lindahlr@ebsi.com
Media Contact:
Assal Hellmer
Vice President, Communications
mediarelations@ebsi.com
FAQ
What new debt financing did Emergent BioSolutions (EBS) secure?
Emergent BioSolutions entered a new Credit Agreement providing a $150 million Initial Term Loan and a $75 million delayed draw term loan. The initial tranche was fully drawn at closing, and the delayed draw is available for 24 months if leverage and other conditions are met.
How does the new Emergent BioSolutions term loan accrue interest?
The new term loan accrues interest at Term SOFR, subject to a 3.00% floor, plus 6.25% per annum. If obligations are not paid when due, a default rate adds another 5.00% per annum to outstanding amounts, increasing the overall borrowing cost during a default.
When does Emergent BioSolutions’ new term loan mature?
The term loan can mature on April 16, 2031, but may be due earlier if accelerated after an event of default or 91 days before the 3.875% Senior Unsecured Notes due 2028, if note principal and liquidity thresholds are not satisfied at that time.
What changes were made to Emergent BioSolutions’ ABL credit facility?
The ABL amendment reduced the aggregate revolving loan commitment from $100 million to $50 million and extended the latest maturity from September 30, 2029 to April 16, 2031. It also revised certain affirmative and negative covenants to align with the company’s updated capital structure.
How will Emergent BioSolutions use the new term loan proceeds?
On the closing date, Emergent used proceeds from the $150 million Initial Term Loan, together with cash on hand, to repay all amounts outstanding and terminate commitments under its prior credit agreement with OHA Agency LLC, including paying accrued interest and related fees.
What mandatory prepayment requirements apply to Emergent BioSolutions’ term loan?
The agreement requires 100% of net cash from certain new indebtedness, specified asset dispositions and casualty proceeds, and 50% of annual excess cash flow, with step-downs and minimum thresholds. For example, no asset sale prepayment is due unless proceeds exceed $15 million annually or $10 million per transaction.
What leverage and covenant tests govern Emergent BioSolutions’ new facilities?
The delayed draw term loan requires a consolidated secured leverage ratio not exceeding 1.75:1.00. The broader facility also mandates that the consolidated total leverage ratio not exceed 5.25:1.00, tested each fiscal quarter starting with the quarter ending September 30, 2026, alongside customary covenants and defaults.