{"url_path":"/sec/bmrn/8-k/2026-04-27/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1048477/0001193125-26-179243-index.html","accession_number":"0001193125-26-179243","cik":"0001048477","ticker":"BMRN","issuer_name":"BIOMARIN PHARMACEUTICAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1048477/0001193125-26-179243-index.html","primary_entity_key":"0001048477","primary_entity_name":"BIOMARIN PHARMACEUTICAL INC"},"word_count":879,"has_tables":true,"body_markdown":"Item 2.03\n\nCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.\n\nOn the Closing Date, in connection with the Merger, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders and issuing banks from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively).\n\nThe Credit Agreement provides for a $2.0 billion senior secured term loan “B” facility (the “Term Loan B Facility” and the loans thereunder, the “Term B Loans”), a $800.0 million senior secured term loan “A” facility (the “Term Loan A Facility” and, together with the Term Loan B Facility, the “Term Facilities”, the loans thereunder, the “Term A Loans” and, together with the Term B Loans, the “Term Loans”) and a $600.0 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Senior Secured Credit Facilities”, the loans thereunder, the “Revolving Loans”).\n\n \n\nThe Term Loans were fully funded on the Closing Date and no amounts of Revolving Loans were funded on the Closing Date. The Term Loan B Facility matures on the seventh anniversary of the Closing Date and the Term Loan A Facility and Revolving Facility each mature on the fifth anniversary of the Closing Date.\n\nThe Company used the proceeds of the Term Loans, together with the proceeds of the previously issued 5.500% Senior Notes due 2034 (the “2034 Notes”) that were released from escrow on the Closing Date, and cash on hand, to finance the consideration payable in connection with the Merger and to pay related fees and expenses. The Revolving Facility is available for working capital and general corporate purposes.\n\nBorrowings under the Senior Secured Credit Facilities bear interest, at the Company’s option, at a rate equal to either (i) Term SOFR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for Term B Loans is 1.75% per annum for Term SOFR loans and 0.75% per annum for alternate base rate loans. The applicable margins for Term A Loans and Revolving Loans are subject to adjustment based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement), ranging from 1.00% to 1.75% per annum for Term SOFR loans and 0.00% to 0.75% per annum for alternate base rate loans. The Company is required to pay a commitment fee on the daily unused portion of the Revolving Facility at a rate per annum ranging from 0.125% to 0.200%, subject to adjustment based on the Company’s Total Net Leverage Ratio.\n\nThe obligations of the Company under the Credit Agreement are guaranteed by certain of its subsidiaries (the “Guarantors”) and are secured by a first-priority lien on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions set forth in the Credit Agreement.\n\nThe Credit Agreement contains customary affirmative and negative covenants, including, among others, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, make investments, pay dividends or make other restricted payments, dispose of assets, and enter into transactions with affiliates, in each case subject to exceptions set forth in the Credit Agreement. In addition, with respect to the Term A Facility and the Revolving Facility, the Credit Agreement requires the Company to maintain (i) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 (subject to a temporary increase to 4.00 to 1.00 in connection with certain material acquisitions) and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00 to 1.00, in each case tested as of the last day of each fiscal quarter.\n\nThe Credit Agreement also contains customary events of default, including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, certain bankruptcy and insolvency events, judgment defaults, and certain change of control events.\n\nThe Company’s existing Credit Agreement, dated as of August 28, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, was repaid in full and terminated in connection with the closing of the new Senior Secured Credit Facilities.\n\nOn the Closing Date, certain of the Guarantors that were not already party to the indenture governing the 2034 Notes (the “2034 Notes Indenture”) executed and delivered a supplemental indenture thereto (the “Supplemental Indenture”), pursuant to which such Guarantors guaranteed the Company’s obligations under the 2034 Notes Indenture on the terms and subject to the conditions set forth therein.\n\nThe foregoing description of the Credit Agreement and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and the Supplemental Indenture, copies of which are included as exhibits 10.1 and 4.2 hereto, respectively, and incorporated herein by reference. The foregoing description of the 2034 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2034 Notes Indenture, a copy of which was filed as exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 12, 2026."}