BioMarin Prices $850 Million Senior Notes to Fund Amicus Therapeutics Acquisition
核心洞察
BioMarin Pharmaceutical announced the pricing of $850 million in 5.500% senior unsecured notes due 2034 to help finance its pending acquisition of Amicus Therapeutics.
The company completed syndication of a new $2 billion senior secured term loan facility, bringing total new debt facilities to $3.4 billion including revolving credit.
Net proceeds from the notes offering will be held in escrow until the Amicus acquisition closes, with mandatory redemption required if the deal fails to complete by December 19, 2026.
BioMarin Pharmaceutical Inc. announced today the pricing of $850 million in 5.500% senior unsecured notes due 2034 at an issue price of 100.000%, marking a significant financing milestone in the company's pending acquisition of Amicus Therapeutics, Inc. The offering is expected to close on February 12, 2026, subject to customary closing conditions.
The San Rafael-based rare disease biotechnology company also completed syndication of a new $2 billion senior secured term loan "B" facility, adding to an existing $800 million term loan "A" facility and a planned $600 million revolving credit facility. The combined $3.4 billion in new senior secured credit facilities will support the Amicus acquisition alongside the notes offering.
Acquisition Financing Structure
BioMarin intends to use net proceeds from the notes offering, combined with borrowings under the term facilities and existing cash, to fund the consideration payable for the Amicus acquisition and related transaction expenses. The company may also draw up to $150 million under the new revolving facility to cover additional fees and expenses.
Gross proceeds from the notes issuance will be deposited into an escrow account pending completion of the Amicus acquisition. If the transaction fails to close by December 19, 2026, or upon certain other triggering events, BioMarin will be required to redeem all notes at 100% of the initial issue price plus accrued interest.
Debt Structure and Guarantees
The notes will be jointly and severally guaranteed by certain BioMarin subsidiaries that will also guarantee obligations under the new senior secured credit facilities. Following the acquisition's completion, Amicus and certain of its subsidiaries will also provide guarantees for the credit facility obligations.
The indenture governing the notes includes customary covenants restricting BioMarin and its subsidiaries' ability to incur additional debt, pay dividends, make certain restricted payments, incur secured debt, dispose of assets, or engage in major corporate transactions without meeting specified conditions.
Strategic Rationale
The acquisition represents a significant expansion for BioMarin, which has built a portfolio of eight commercial therapies for rare genetic diseases (搜索) since its founding in 1997. The company describes itself as pursuing "category-defining medicines that have a profound impact on patients" through its distinctive approach to drug discovery and development.
BioMarin's existing commercial portfolio and clinical pipeline focus on genetically defined conditions, making the Amicus acquisition strategically aligned with its core mission of delivering medicines for people living with rare genetic diseases (搜索).
Market Access and Regulatory Framework
The notes offering was conducted as a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, avoiding public registration requirements. The securities are subject to transfer restrictions and may only be resold in compliance with Securities Act exemptions.
The financing structure reflects the complex regulatory and market dynamics surrounding large biotechnology acquisitions, where companies must balance immediate funding needs with long-term strategic flexibility while maintaining compliance with securities regulations.