Genmab Announces Proposed Private Offering of Senior Secured Notes and Senior Unsecured Notes and Syndication of New Senior Secured Term Loan Facility

Core Viewpoint - Genmab A/S announced plans to offer $1.5 billion of senior secured notes due 2032 and $1.0 billion of senior unsecured notes due 2033 to finance the acquisition of Merus N.V. [1][2][3] Financing Details - The company is launching a new $2.0 billion senior secured term loan "B" facility, in addition to a previously syndicated $1.0 billion senior secured term loan "A" facility and a $500 million senior secured revolving credit facility [2] - The net proceeds from the offering of the Notes, along with borrowings under the New Credit Facilities and cash on hand, will be used to fund the acquisition of Merus and related expenses [3] Security and Guarantees - Prior to the acquisition closing, the Notes will be secured by segregated securities accounts of Genmab, with the gross proceeds held therein [4] - After the acquisition, the Secured Notes will be secured by a first priority security interest in certain assets of Genmab and its subsidiaries [4] Indenture Covenants - The indentures governing the Notes are expected to include customary covenants that restrict Genmab and its subsidiaries from incurring additional debt, paying dividends, and engaging in certain transactions without exceptions [5] Regulatory Information - The Notes will not be registered under the Securities Act of 1933 and will only be available to qualified institutional buyers or non-U.S. persons outside the United States [6]