BioMarin Raises $850M Notes, $2B Term Loans to Fund Amicus Acquisition

Financing push ahead of Amicus purchase

BioMarin Pharmaceutical is moving forward with a financing package to support its pending acquisition of Amicus Therapeutics, depositing gross proceeds from a note sale into escrow as the deal progresses. The company closes an $850 million offering of 5.500% senior unsecured notes due 2034 at par and combines this with planned secured term loans and a revolving facility to fund the transaction and related costs.

Note offering anchors larger credit structure

BioMarin intends to use net proceeds from the unsecured notes, together with a new $2.0 billion senior secured term loan B and an $800 million senior secured term loan A facility, plus cash on hand, to pay the consideration and fees for the Amicus acquisition. The $850 million is placed into escrow at closing pending consummation of the acquisition, and the company expects to enter into a $600 million senior secured revolving credit facility in connection with the deal, under which it may borrow up to $150 million to cover acquisition-related fees and expenses.

The unsecured notes are jointly and severally guaranteed by certain BioMarin subsidiaries that will also guarantee obligations under the new senior secured credit facilities, and after closing they will include Amicus and certain of its subsidiaries. The indenture for the notes contains customary restrictive covenants limiting, with specified exceptions, the ability of BioMarin and its subsidiaries to incur additional debt, pay dividends or other restricted payments, grant secured liens, dispose of assets or effect mergers or sales of substantially all assets.

Contingency terms and timing

If the acquisition is not completed on or prior to Dec. 19, 2026, or upon certain other events, BioMarin must redeem all of the notes at 100% of the issue price plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. The escrow arrangement and the redemption provision are intended to protect noteholders should the transaction fail to close within the prescribed timeframe.

Regulatory and market mechanics

The notes are issued in a private placement and have not been registered under the U.S. Securities Act, meaning they may not be offered or sold in the United States absent an effective registration statement or an applicable exemption. The structure underscores BioMarin’s reliance on a mix of unsecured and secured credit to finance a large industry consolidation move while preserving deal continuity.