BioMarin Pharmaceutical Inc. announced that it closed its previously announced offering of $850 million of 5.500% senior unsecured notes due 2034. The issue price of the Notes is 100.000%. BioMarin intends to use the net proceeds from the offering of the Notes, together with borrowings under a new $2 billion senior secured term loan "B" facility (the "Term Loan B Facility") and $800 million senior secured term loan "A" facility (the "Term Loan A Facility" and, together with the Term Loan B Facility, the "Term Facilities") and cash on hand, to fund the consideration payable in connection with the pending acquisition (the "Acquisition") of Amicus Therapeutics Inc. ("Amicus") and related fees and expenses in connection with the Acquisition and borrowings under the Term Facilities and the offering of the Notes.
In addition to the Term Facilities, BioMarin expects to enter into a $600 million senior secured revolving credit facility connection with the Acquisition (the "New Revolving Facility" and, together with the Term Facilities, the "New Senior Secured Credit Facilities"). BioMarin may borrow up to $150 million under the New Revolving Facility to pay such fees and expenses. Gross proceeds from the offering of the Notes were deposited into an escrow account at the closing of the offering, pending consummation of the Acquisition.
In the event that the Acquisition is not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, BioMarin will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or the most recent date to which interest has been paid or provided for, to but excluding the special mandatory redemption date. The Notes are jointly and severally guaranteed by certain of BioMarin's subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities, including, after the closing of the Acquisition, Amicus and certain of its subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities.
