BIOMARIN PHARMACEUTICAL INC 8-K

What Happened

• BioMarin Pharmaceutical Inc. filed an 8-K on April 27, 2026 announcing the completion of its previously disclosed merger and the related financing. On the closing date the company entered into a new Credit Agreement with Citibank, N.A. as administrative and collateral agent and lenders providing senior secured credit facilities. The company drew the term loans in full on closing and used those proceeds, cash on hand and proceeds from previously issued 5.500% Senior Notes due 2034 (released from escrow) to fund the merger consideration and pay related fees and expenses. A press release announcing the closing was also issued on April 27, 2026.

Key Details

• Senior secured facilities total capacity: $3.4 billion (Term Loan B $2.0B, Term Loan A $800M, Revolving Facility $600M). Term Loans were fully funded on closing; no revolver draw occurred on closing.
• Maturities: Term Loan B matures in 7 years; Term Loan A and the Revolving Facility mature in 5 years.
• Interest and fees: Borrowings at borrower’s option of Term SOFR + margin or alternate base rate + margin. Term B margins: 1.75% (SOFR) / 0.75% (base). Term A and revolver margins vary by leverage (SOFR margin 1.00%–1.75%, base 0.00%–0.75%). Revolver commitment fee: 0.125%–0.200% (based on leverage).
• Covenants & security: Obligations are guaranteed by certain subsidiaries, secured by first-priority liens on substantially all assets (with customary exceptions). Financial covenants for Term A and revolver: Total Net Leverage Ratio ≤ 3.50:1.00 (temporary bump to 4.00:1.00 allowed for certain acquisitions) and Interest Coverage Ratio ≥ 3.00:1.00, tested quarterly. The Credit Agreement contains customary affirmative/negative covenants and default events.
• Related note guarantee: Certain subsidiaries executed a supplemental indenture guaranteeing obligations under the company’s 2034 Notes.

Why It Matters

• This filing confirms the merger is closed and shows how BioMarin financed the deal—primarily with $2.8B of term loans plus a $600M revolver capacity and release of the 2034 Notes. For investors, the new debt increases the company’s leverage and replaces its prior credit agreement (which was repaid and terminated).
• The new secured, covenant-heavy facilities limit financial flexibility (restrictions on additional debt, liens, dividends, investments and affiliate transactions) and require the company to meet specific leverage and interest-coverage tests each quarter. Interest costs are variable (SOFR or alternate base), so cash interest expense will change with rates.
• Key items to watch: compliance with the leverage and interest-coverage covenants, usage and draws on the revolver for working capital, and how the additional interest and principal obligations affect cash flow and capital allocation (R&D, dividends, buybacks, acquisitions).