BIOMARIN PHARMACEUTICAL INC 8-K

What Happened BioMarin Pharmaceutical Inc. announced on January 29, 2026 that it entered into a purchase agreement to sell $850 million of 5.500% senior unsecured notes due February 15, 2034 in a private placement (Rule 144A/Reg S), with the offering expected to close on or about February 12, 2026. The company also completed syndication of a $2.0 billion senior secured Term Loan B facility (in addition to a previously arranged $800 million Term Loan A and a $600 million senior secured revolving facility) to support its pending acquisition of Amicus Therapeutics, Inc. Gross proceeds from the notes will be deposited into escrow pending the closing of the acquisition.

Key Details

• Notes: $850 million principal, 5.500% annual interest, semiannual payments (Feb 15 / Aug 15), maturity Feb 15, 2034; closing expected ~Feb 12, 2026.
• Use of proceeds: Net proceeds, together with borrowings under the Term Facilities and cash on hand, will fund the Amicus acquisition consideration and related fees/expenses; BioMarin may borrow up to $150M under the new revolver for fees.
• Escrow / redemption: Gross note proceeds will be held in escrow; if the acquisition is not completed on or prior to Dec 19, 2026 (or certain other events occur), BioMarin must redeem the notes at 100% of issue price plus accrued interest.
• Ranking and covenants: Notes are general senior unsecured obligations, jointly and severally guaranteed by certain subsidiaries (including Amicus post-closing), pari passu with unsubordinated debt and structurally subordinated to liabilities of non-guarantor subsidiaries; customary covenants and limited early-redemption features apply (including make-whole and specific call protections).

Why It Matters This filing shows how BioMarin is financing the Amicus acquisition with a mix of unsecured notes and new secured credit facilities rather than equity—important for shareholders because it increases the company’s debt obligations and creates new secured lenders. The escrow and mandatory redemption date tie the notes’ ultimate status to successful closing of the acquisition by Dec 19, 2026, which is a key transaction risk investors should watch. Financial terms (5.500% coupon, 2034 maturity, and large secured term loans) affect BioMarin’s future interest expense, leverage profile and potential covenant restrictions.