Biomarin Pharmaceutical Inc 8-K, filed May 19, 2020
Biomarin Pharmaceutical Inc (BMRN)
About this 8-K
Biomarin Pharmaceutical Inc filed this 8-K on May 19, 2020.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 19, 2020, BioMarin Pharmaceutical Inc. (the “Company”) issued an additional $50 million principal amount of its 1.25% Senior Subordinated Convertible Notes due 2027 (the “Additional Notes”). The issuance of the Additional Notes was pursuant to the initial purchasers’ full exercise of their 13-day option to purchase additional notes granted in the previously announced original offering of an aggregate of $550 million principal amount of 1.25% Senior Subordinated Convertible Notes due 2027 (the “Original Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes were issued pursuant to that certain Indenture, dated May 14, 2020 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee, pursuant to which the Original Notes were issued, and have identical terms to the Original Notes. The Indenture and the Notes are each as described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2020 (the “Prior 8-K”), which is incorporated herein by reference.
The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture, including the Form of Global Note attached as Exhibit A thereto, which was filed as Exhibit 4.1 to the Prior 8-K and is incorporated herein by reference.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Additional Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 11, 2020 by and among the Company and the initial purchasers. The shares of the Company’s common stock (the “Common Stock”) issuable upon conversion of the Additional Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of the Common Stock are issued upon conversion of the Additional Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of shares of the Common Stock.
| Item 8.01 | Other Events. |
On May 19, 2020, the Company issued a press release announcing the closing of its offering of the Additional Notes, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |||
| 99.1 |
Press release, dated May 19, 2020, issued by BioMarin Pharmaceutical Inc. | |||
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BioMarin Pharmaceutical Inc., a Delaware corporation | ||||
| Date: May 19, 2020 |
By: |
/s/ G. Eric Davis | ||
| G. Eric Davis | ||||
| Executive Vice President, General Counsel | ||||
Exhibit 99.1
Contacts:
| Investors | Media | |||
| Traci McCarty | Debra Charlesworth | |||
| BioMarin Pharmaceutical Inc. | BioMarin Pharmaceutical Inc. | |||
| (415) 455-7558 | (415) 455-7451 |
For Immediate Release:
BioMarin Announces Closing of Exercise by Initial Purchasers of Option to Purchase an Additional $50 million of 1.25% Senior Subordinated Convertible Notes due 2027
SAN RAFAEL, Calif., May 19, 2020 — BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) today announced that the initial purchasers of the previously announced offering of its 1.25% Senior Subordinated Convertible Notes due 2027 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended elected to exercise in full their 13-day option to purchase an additional $50 million aggregate principal amount of the notes (the “Additional Notes”). The sale of the Additional Notes closed today.
The Additional Notes have identical terms to the 1.25% Senior Subordinated Convertible Notes due 2027 sold on May 14, 2020 (the “Original Notes” and, together with the Additional Notes, the “Notes”) and, following today’s closing, there is a total of $600 million aggregate principal amount of Notes outstanding. The aggregate net proceeds from the offering of the Notes was approximately $585.8 million after deducting the initial purchasers’ discounts and commissions and estimated expenses payable by BioMarin. BioMarin used approximately $50.0 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the offering of the Original Notes in privately negotiated transactions with purchasers of the notes effected through one of the initial purchasers or its affiliate, as BioMarin’s agent. BioMarin intends to use a majority of the net proceeds from the offering of the Notes to repay, repurchase or settle in cash some or all of its 1.50% senior subordinated convertible notes due in 2020, although it did not effect any such repayment, repurchase or settlement concurrently with the offering. BioMarin intends to use the remainder of the net proceeds for general corporate purposes.
The offer and sale of the Notes and the shares of BioMarin common stock issuable upon conversion of the Notes have not been registered under the Securities Act or any state securities laws, and unless so registered, the Notes and such shares may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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About BioMarin
BioMarin is a global biotechnology company that develops and commercializes innovative therapies for serious and life-threatening rare genetic diseases. The Company’s portfolio consists of six commercialized products and multiple clinical and pre-clinical product candidates.
BioMarin® is a registered trademark of BioMarin Pharmaceutical Inc.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements concerning the anticipated use of the net proceeds from the offering. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “will,” or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that BioMarin expects. These risks and uncertainties include market risks, trends and conditions. These and other risks are more fully described in BioMarin’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in its Quarterly Report on Form 10-Q for the year ended March 31, 2020. It is not possible for BioMarin to predict all risks, nor can BioMarin assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements it may make. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent BioMarin’s beliefs and assumptions only as of the date of this press release. BioMarin disclaims any obligation to update forward-looking statements.
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