SAN RAFAEL, Calif., Oct. 7, 2013 (GLOBE NEWSWIRE) -- BioMarin Pharmaceutical Inc. (Nasdaq:BMRN) announced today an offering, subject to market and other conditions, of $600 million of its senior subordinated convertible notes consisting of $300 million Senior Subordinated Convertible Notes due 2018 (the "2018 Notes") and $300 million Senior Subordinated Convertible Notes due 2020 (the "2020 Notes" and together with the 2018 Notes, the "Notes"). BioMarin intends to use the net proceeds from the offering for general corporate purposes, including working capital and research and development. In addition, the Company intends to use a portion of the net offering proceeds to fund payment of the cost of the capped call transactions described below. The Notes will be convertible into BioMarin common stock at a price to be determined.
BioMarin also expects to grant the underwriters an option to purchase up to an additional $70 million aggregate principal amount of Notes. The Notes will be convertible, under certain circumstances, into cash, shares of BioMarin's common stock or a combination thereof at BioMarin's election. BofA Merrill Lynch, Goldman, Sachs & Co., J.P. Morgan and Morgan Stanley are acting as joint book-running managers for this offering. Barclays is acting as co-manager.
In connection with the pricing of each of the 2018 Notes and the 2020 Notes, BioMarin expects to enter into privately-negotiated capped call transactions with respect to 50% of the principal amount of the 2018 Notes and 50% of the principal amount of the 2020 Notes with one or more of the underwriters or their affiliates or persons unrelated to this offering (the "hedge counterparties"). The capped call transactions are generally expected to reduce potential dilution to BioMarin's common stock upon conversion of the relevant Notes in excess of the principal amount of such converted Notes. If the underwriters exercise their option to purchase additional Notes, BioMarin intends to enter into additional capped call transactions with the hedge counterparties with respect to 50% of the principal amount of such additional Notes.