BIOMARIN PHARMACEUTICAL INC. Item 1.01 Entry into a Material Agreement.
On
The Notes will mature on
The Notes are redeemable in whole or in part, at the Company's option at any
time, and from time to time, on or after
If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered "events of default" under the Indenture:
• failure by the Company to pay when due the principal of or premium, if
any, on the Notes, as applicable, at maturity, upon redemption or exercise
of a repurchase right or otherwise, whether or not such payment is
prohibited by the subordination provisions of the Indenture;
• failure by the Company to pay an installment of interest on any of the
Notes for 30 days after the date when due, whether or not such payment is
prohibited by the subordination provisions of the Indenture;
• failure by the Company to deliver, when due, the consideration due upon
conversion of any Note, and that failure continues for 10 days;
• failure by the Company to perform or observe any other term, covenant or
agreement contained in the Notes or the Indenture for a period of 60 days
after written notice of such failure, requiring the Company to remedy the
same, shall have been given (i) to the Company by the trustee or (ii) to
the Company and the trustee by the holders of at least 25% in aggregate
principal amount of the Notes then outstanding;
• failure by the Company to make any payment by the end of the applicable
grace period, if any, after the maturity of any indebtedness for borrowed
money in an amount in excess of $100.0 million , or there is an
acceleration of indebtedness for borrowed money in an amount in excess of
$100.0 million because of a default with respect to such indebtedness
without such indebtedness having been discharged or such acceleration
having been cured, waived, rescinded or annulled, in either case, for a
period of 60 days after written notice (i) to the Company by the trustee
or (ii) to the Company and the trustee by holders of at least 25% in
aggregate principal amount of the notes then outstanding;
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• failure by the Company to give notice of a fundamental change or a notice . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the 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
To the extent that any shares of the Common Stock are issued upon conversion of the 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.
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Item 8.01 Other Events.
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
4.1 Indenture, dated as of May 14, 2020 , by and between BioMarin
Pharmaceutical Inc. and U.S. Bank National Association , as Trustee,
including the Form of Global Note, representing BioMarin
Pharmaceutical Inc.'s 1.25% Senior Subordinated Convertible Notes
due 2027, as Exhibit A thereto.
99.1 Press release, dated May 11, 2020 , issued by BioMarin
Pharmaceutical Inc.
99.2 Press release, dated May 11, 2020 , issued by BioMarin
Pharmaceutical Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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