BioMarin Pharmaceutical Inc. 8-K Summary: Merger Completion and Financing
Business Context and Reporting Period
This Current Report on Form 8-K, dated April 27, 2026, announces the completion of BioMarin Pharmaceutical Inc.'s (BioMarin) previously announced merger with Amicus Therapeutics, Inc. (Amicus). On the Closing Date, Amicus merged into a wholly-owned subsidiary of BioMarin and continues as a surviving subsidiary. The transaction was governed by a Merger Agreement dated December 19, 2025.
Key Financial Metrics and Transaction Terms
- Merger Consideration: Amicus shareholders received $14.50 in cash per share of Amicus Common Stock.
- Equity Awards: In-the-money options were cashed out based on the spread between $14.50 and the exercise price. Restricted stock units (RSUs) and performance-vesting RSUs were converted to cash at $14.50 per share.
- New Debt Facilities: BioMarin entered into a new Credit Agreement establishing:
- $2.0 billion Senior Secured Term Loan "B" Facility (matures in 7 years).
- $800.0 million Senior Secured Term Loan "A" Facility (matures in 5 years).
- $600.0 million Senior Secured Revolving Credit Facility (matures in 5 years).
- Financing Sources: The merger was funded using proceeds from the new Term Loans, cash on hand, and proceeds from previously issued 5.500% Senior Notes due 2034 released from escrow.
- Interest Rates: Term B Loans carry a margin of 1.75% (Term SOFR) or 0.75% (Alternate Base Rate). Term A and Revolving margins range from 1.00% to 1.75% (Term SOFR) or 0.00% to 0.75% (Alternate Base Rate) based on leverage.
Material Changes and Covenant Requirements
The Company repaid and terminated its existing Credit Agreement dated August 28, 2024. The new Credit Agreement imposes significant financial covenants on the Term A and Revolving Facilities:
- Total Net Leverage Ratio: Must not exceed 3.50 to 1.00 (with a temporary increase to 4.00 to 1.00 permitted for certain material acquisitions).
- Interest Coverage Ratio: Must not be less than 3.00 to 1.00.
- Collateral: Obligations are secured by a first-priority lien on substantially all assets of BioMarin and its guarantors.
- Restrictions: The agreement restricts additional indebtedness, liens, investments, dividends, and asset dispositions.
Outlook, Risks, and Unusual Items
Pro forma financial information and financial statements of the acquired business are not included in this filing but will be filed by amendment within 71 days. The filing notes that the Revolving Facility is available for working capital and general corporate purposes. No specific forward-looking guidance regarding revenue or earnings for the combined entity is provided in this text.
Investor Verification Checklist
- Verify the total cash consideration paid to Amicus shareholders by reviewing the final share count and the $14.50 per share price.
- Review the upcoming amendment (due within 71 days) for pro forma financial data to assess the combined entity's leverage and liquidity.
- Confirm the exact amount of the 5.500% Senior Notes due 2034 released from escrow to understand the full capital structure.
- Monitor the Company's ability to maintain the 3.50:1.00 Total Net Leverage Ratio covenant immediately post-closing.
- Check for any subsequent filings regarding the integration of Amicus's product portfolio and R&D pipeline.