BioMarin Closes $4.8B Amicus Buyout, Funds Deal With $3.4B Citi-Led Credit Facility (BMRN)

BioMarin Pharmaceutical on April 27, 2026 closed its $4.8 billion all-cash acquisition of Amicus Therapeutics, paying $14.50 per share for the rare-disease specialist.

A second rare-disease franchise just got folded into one of the category’s biggest commercial platforms. BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) completed its acquisition of Amicus Therapeutics, Inc. (Nasdaq: FOLD) for $14.50 per share in cash, a deal first announced on December 19, 2025 and worth approximately $4.8 billion in equity value at the closing date. Amicus is now a wholly owned BioMarin subsidiary, its common stock will come off Nasdaq, and BioMarin has new term debt and a new revolver sitting on its balance sheet.

The mechanics, the financing, and the exhibits are all spelled out in BioMarin’s April 27, 2026 Form 8-K. The merger structure folded a wholly owned BioMarin subsidiary, Lynx Merger Sub 1, Inc., into Amicus, with Amicus surviving and becoming a subsidiary. Each Amicus common share outstanding at the effective time of the merger was automatically cancelled and converted into the right to receive $14.50 in cash, with no stock component and no contingent value rights tagged onto the consideration.

BioMarin financed the cash payable by combining proceeds from a new $3.4 billion senior secured credit agreement with Citibank as administrative and collateral agent, the proceeds of 5.500 percent Senior Notes due 2034 released from escrow on the closing date, and existing cash. The 2034 notes were issued earlier this year and held in escrow specifically to fund this transaction once antitrust and stockholder approvals cleared.

How the Closing Mechanics Work

The cash sweep at closing was clean and total. Equity awards held by Amicus employees were not allowed to walk into the new entity unaltered. Outstanding Amicus options with an exercise price below $14.50 were cancelled and converted into cash equal to the spread between $14.50 and the strike, multiplied by the number of underlying shares, and paid without regard to vesting. Out-of-the-money options were cancelled with no consideration. Restricted stock units were cancelled and paid out at $14.50 per underlying share. Performance-vesting restricted stock units were cancelled and paid at $14.50, with the performance level fixed at the level set in the merger agreement and pro-ration removed.

That treatment is the standard playbook for a friendly all-cash takeout: vesting schedules and performance hurdles are collapsed in exchange for liquid value at the deal price, and the surviving entity is freed from administering legacy equity plans. The trade-off is that long-term incentive holders at Amicus lose the upside path the original options were priced to capture, in exchange for immediate cash certainty.

The 8-K notes that financial statements and pro forma financial information for Amicus will be filed as an amendment to the 8-K within 71 days of the original filing date, the standard timeline under Item 9.01 for a completed acquisition.

The Number That Matters: $3.4 Billion in New Senior Secured Credit

The capital structure event is the new credit agreement signed on the closing date. The Senior Secured Credit Facilities total $3.4 billion across three tranches. A $2.0 billion senior secured Term Loan B Facility matures on the seventh anniversary of the closing date and was fully funded at close. An $800 million senior secured Term Loan A Facility and a $600 million senior secured Revolving Facility both mature on the fifth anniversary of the closing date. The Term A loans were also fully funded at close. The revolver was undrawn at close and is reserved for working capital and general corporate purposes.

Pricing on the Term Loan B is fixed at Term SOFR plus 1.75 percent for SOFR loans, or an alternate base rate plus 0.75 percent. Pricing on the Term Loan A and the Revolving Facility floats with a leverage-based grid, ranging from SOFR plus 1.00 percent at the lowest leverage band to SOFR plus 1.75 percent at the highest, with a corresponding 0.00 to 0.75 percent margin over the alternate base rate. The unused commitment fee on the revolver runs from 0.125 to 0.200 percent per annum, also subject to the leverage grid.

The 8-K describes the new credit agreement’s covenant package: “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.” Negative covenants are described as “customary” and restrict additional indebtedness, liens, investments, dividends and other restricted payments, asset dispositions, and affiliate transactions, in each case subject to baskets and exceptions.

Collateral is a first-priority lien on substantially all assets of BioMarin and certain of its subsidiaries, with those subsidiaries acting as guarantors. The August 28, 2024 credit agreement BioMarin had been operating under, also led by Citibank, was “repaid in full and terminated in connection with the closing of the new Senior Secured Credit Facilities.” Lenders rolled their commitments into the new facility rather than running parallel exposure.

The Indenture Step-Up

The 5.500 percent Senior Notes due 2034 were not issued today. They were issued earlier this year and parked in escrow with the proceeds available only on a successful Amicus closing. On the closing date, certain BioMarin subsidiaries that were not already party to the 2034 notes indenture executed a supplemental indenture, taking on guarantee obligations under the notes alongside their guarantee obligations under the new credit agreement. The supplemental indenture is filed as Exhibit 4.1. The 8-K describes the original 2034 notes indenture as filed as exhibit 4.1 to BioMarin’s February 12, 2026 Form 8-K, the filing that documented the original notes issuance.

The pre-funded note structure is increasingly common for biotech and pharma deals where the closing date depends on antitrust and foreign direct investment clearances that are difficult to time precisely. Issuing notes into escrow while the deal is pending lets the bidder lock in a coupon when the credit market is receptive, and avoids the risk of having to re-tap the high-yield market on the closing date if conditions tighten.

What BioMarin Adds to Its Portfolio

Amicus brings two commercial rare-disease products and one Phase 3 investigational asset into BioMarin’s portfolio. Galafold (migalastat) is an oral pharmacological chaperone for Fabry disease in adult patients with amenable GLA gene variants, approved in more than 40 countries. Pombiliti (cipaglucosidase alfa-atga) plus Opfolda (miglustat) is a two-component enzyme replacement therapy for adults with late-onset Pompe disease who are weight 40 kilograms or above and not improving on their current enzyme replacement therapy. The third asset is DMX-200, an investigational small molecule in Phase 3 development for focal segmental glomerulosclerosis, a rare and progressive kidney disease.

BioMarin’s commercial portfolio already addresses lysosomal storage diseases, the broader category that includes both Fabry and Pompe. Alexander Hardy, BioMarin’s President and Chief Executive Officer, framed the strategic logic in the press release accompanying the closing: “BioMarin’s global scale, established commercial infrastructure, and advanced in-house manufacturing capabilities build on Amicus’ legacy and position us to bring Galafold and Pombiliti + Opfolda to more patients around the world.” The argument is straightforward: a larger commercial platform absorbs a focused franchise more cheaply than the franchise can grow on its own.

BioMarin said in the same release that it expects to provide updated FY 2026 financial guidance during its first-quarter 2026 earnings call on May 4, 2026. That guidance refresh will be the first time investors see what the combined revenue and operating expense base looks like with Amicus consolidated, and what BioMarin plans to do about the new annual interest expense from the term loans and the 2034 notes.

What to Watch

The 8-K/A with Amicus financials: The amendment to today’s 8-K, due within 71 days, will include audited Amicus financial statements and pro forma financial information showing what the combined entity looks like. The pro forma interest expense line is the figure to anchor on, since it will tell investors how much of Amicus’ contribution gets absorbed by debt service.

The May 4 earnings call: Updated FY 2026 guidance lands at the Q1 earnings call. Watch for revenue contribution from Galafold and Pombiliti + Opfolda for the partial year, expected synergy run-rate, integration cost charges, and any commentary on the cash conversion of the combined business.

The leverage trajectory: Total Net Leverage is now meaningfully higher than it was 24 hours ago. The 3.50 times maintenance covenant has a 4.00 times temporary step-up for material acquisitions, but that step-up is time-limited. Watch quarterly leverage disclosure for the deleveraging path management commits to and whether free cash flow conversion supports it.

DMX-200 Phase 3 readout: Focal segmental glomerulosclerosis is a small but high-unmet-need rare-disease indication with no approved disease-modifying therapy. A successful Phase 3 readout would validate the combined company’s pipeline beyond what Amicus could deliver alone, and would reframe the price BioMarin paid against a larger eventual revenue base.