BIOMARIN PHARMACEUTICAL INC 8-K

What Happened
BioMarin Pharmaceutical Inc. announced on February 12, 2026 that it completed a private placement of $850 million aggregate principal amount of 5.500% Senior Notes due 2026. The Notes were issued under an Indenture dated February 12, 2026 (trustee: U.S. Bank Trust Company, National Association) and were sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. Gross proceeds were deposited into escrow pending the closing of BioMarin’s pending acquisition of Amicus Therapeutics, Inc. BioMarin intends to use the net proceeds from the Notes together with borrowings under a new $2.0 billion Term Loan B facility, an $800 million Term Loan A facility, a planned $600 million revolving credit facility and cash on hand to fund the Acquisition and related fees and expenses.

Key Details

• $850 million aggregate principal amount of 5.500% Senior Notes due 2026; issued February 12, 2026; guaranteed by certain BioMarin subsidiaries.
• Funding plan includes: $2.0B Term Loan B, $800M Term Loan A, anticipated $600M revolving credit facility (BioMarin may borrow up to $150M under the revolving facility for fees/expenses).
• Gross proceeds placed in escrow; if the Acquisition is not completed on or before December 19, 2026 (or certain other events occur), BioMarin must redeem all Notes at 100% of the initial issue price plus accrued interest.
• Indenture covenants restrict actions such as incurring additional debt, paying dividends, repurchasing equity, making certain investments or asset sales, incurring liens, entering related‑party transactions, consolidations/mergers; some covenants are suspended if the Notes obtain investment‑grade ratings. Events of default include missed interest payments (30 days), missed principal, bankruptcy, and certain unpaid/accelerated indebtedness or judgments (thresholds generally $125M).

Why It Matters
This filing confirms BioMarin has secured $850M of short‑term debt financing that, together with large term loans and a revolving facility, is intended to fund the Amicus acquisition. For investors, the transaction materially increases the company’s leverage and ties repayment to the success of the Acquisition (proceeds are escrowed and must be redeemed if the deal fails by the specified date). The Indenture’s covenants and default provisions may limit BioMarin’s flexibility on dividends, additional borrowing and certain corporate actions until these obligations are resolved or ratings conditions change.