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.
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