v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Crinetics Acquisition
On July 6, 2026, we entered into an agreement and plan of merger to acquire (the “Crinetics Acquisition”) all of the
issued and outstanding shares of common stock of Crinetics Pharmaceuticals, Inc., a publicly traded biotechnology company
focused on discovering, developing, and commercializing novel therapeutics for endocrine diseases and endocrine-related
tumors, for $85.00 per share in cash, for a total equity value of approximately $10.0 billion. The transaction is expected to
close in the third quarter of 2026, subject to certain customary closing conditions. We will account for the acquisition in the
period that it closes. We intend to fund the acquisition using a combination of our cash, cash equivalents, and proceeds from
the 2026 Term Loan, as defined below. The Crinetics Acquisition is not conditioned on our receipt of financing.
Concurrently with entry into the merger agreement for the Crinetics Acquisition, we entered into a debt commitment
letter dated July 6, 2026 with Bank of America, N.A., BofA Securities, Inc. and Morgan Stanley Senior Funding, Inc.,
pursuant to which they agreed to provide us with an unsecured 364-day bridge loan facility. On July 30, 2026, this
commitment was terminated upon entry into the 2026 Term Loan, described below.
Term Loan Credit Agreement
On July 30, 2026, we entered into a term loan credit agreement (the “2026 Term Loan”) with the lenders and issuing
banks party thereto and Bank of America, N.A., as administrative agent, which provides for a $4.5 billion senior unsecured
delayed draw term loan A facility. Amounts borrowed under the 2026 Term Loan will be used to finance a portion of the
Crinetics Acquisition.
Any amounts borrowed under the 2026 Term Loan will become payable in full as follows: (a) a $1.0 billion tranche due
364 days after the amounts are borrowed (the “Funding Date”) (“Tranche 1 Loans”), (b) a $1.0 billion tranche due on the date
that is two years after the Funding Date (“Tranche 2 Loans”), and (c) a $2.5 billion tranche due on the date that is three years
after the Funding Date (“Tranche 3 Loans”). We have not drawn upon the 2026 Term Loan to date.
Loans made under the 2026 Term Loan will bear interest, at our option, at a rate per annum equal to either a base rate or
a SOFR-based rate, in each case, plus an applicable margin. Under the 2026 Term Loan, the applicable margin on base rate
loans ranges from 0.000% to 0.500% for Tranche 1 and Tranche 2 Loans and from 0.000% to 0.625% for Tranche 3 Loans,
and the applicable margin on SOFR-based loans ranges from 0.8750% to 1.500% for Tranche 1 and Tranche 2 Loans and
from 1.000% to 1.625% for Tranche 3 Loans, in each case, depending upon, either (x) our consolidated leverage ratio (the
ratio of our total consolidated funded indebtedness to our consolidated EBITDA for the most recently completed four fiscal
quarter period) or (y) to the extent available, our credit rating. Loans made under the 2026 Term Loan may be prepaid and
commitments under the 2026 Term Loan may be reduced at any time, in whole or in part, without premium or penalty. There
are no mandatory prepayments or amortization required in connection with the loans made under the 2026 Term Loan.
Loans made under the 2026 Term Loan will be guaranteed by certain of our existing and future domestic subsidiaries.
The 2026 Term Loan also contains customary representations and warranties and affirmative and negative covenants, in
each case, that are substantially consistent with the representations and warranties and covenants contained in the 2026
Revolver and which include a financial covenant to maintain a consolidated leverage ratio of 3.50 to 1.00, subject to an
increase, at our election, to 4.00 to 1.00 for each of the four fiscal quarters following a material acquisition.
The 2026 Term Loan also contains customary events of default that are substantially consistent with the events of default
contained in the 2026 Revolver. In the case of a continuing event of default, the administrative agent would be entitled to
exercise various remedies, including the acceleration of amounts due under any outstanding loan.