8-K - BioMarin Pharmaceutical Inc. | StockGist

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BioMarin Pharmaceutical Inc. completed a private placement of $850 million aggregate principal amount of 5.500% Senior Notes due 2034. The net proceeds, combined with new term loan facilities, are intended to fund the pending acquisition of Amicus Therapeutics, Inc.

Key Takeaways

1BioMarin completed the offering of $850 million aggregate principal amount of 5.500% Senior Notes due 2034.

2Proceeds will be used to fund the pending acquisition of Amicus Therapeutics, Inc., along with borrowings from new $2 billion Term Loan B and $800 million Term Loan A facilities.

3Gross proceeds were deposited into an escrow account pending the consummation of the Acquisition.

4If the Acquisition is not completed by December 19, 2026, BioMarin must redeem all Notes at 100% of the initial issue price plus accrued and unpaid interest.

5The Notes are guaranteed by certain BioMarin subsidiaries and, following the Acquisition closing, by Amicus and certain of its subsidiaries.

6BioMarin expects to enter into a new $600 million senior secured revolving credit facility in connection with the Acquisition.

Current Report Details

Event Type

Material Agreement

Financing

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On February 12, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the company) completed its previously-announced priv

Material Agreement

$850.0M$2.00B$800.0M$600.0M

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

Financing

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 I

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Amicus Therapeutics, Inc.
Consideration: Funded via Notes proceeds, Term Loan Facilities, and cash on hand
Structure: Merger of Merger Sub with and into Amicus, with Amicus becoming a wholly owned subsidiary

•Acquisition Agreement dated December 19, 2025
•Special mandatory redemption of Notes triggered if Acquisition not completed by December 19, 2026

Material Agreement

Agreement: Indenture
Parties: BioMarin Pharmaceutical Inc., certain subsidiaries of BioMarin party thereto as subsidiary guarantors, U.S. Bank Trust Company, National Association

•Dated as of February 12, 2026
•Governs the issuance of $850,000,000 aggregate principal amount of 5.500% Senior Notes due 2034
•Contains covenants limiting the ability to incur additional indebtedness, pay dividends, incur liens, and sell assets
•Certain covenants suspended during any period in which the Notes receive investment grade ratings
•Includes special mandatory redemption provisions if the Acquisition of Amicus Therapeutics, Inc. is not completed by December 19, 2026

Debt / Financing

Instrument: Senior Notes
Principal: 850000000
Rate: 5.500%
Maturity: 2034
Use of Proceeds: To fund the consideration payable in connection with the pending acquisition of Amicus Therapeutics, Inc. and related fees and expenses.

Exhibits (3)

4.1

EX-4.1

8-K

99.1

EX-99.1