Alkermes plc. (ALKS): M&A transaction — Alkermes closes Avadel acquisition for $21/share cash + CVR; funded with $1.525B term loans

Alkermes plc.

Consideration: $21.00/sh cash plus one non-transferable CVR (potential $1.50/sh) per Avadel share.
Closed Feb 12, 2026; Avadel shares delisted from Nasdaq.
Financed with $1.525B term loans (due 2031) and ~$750M cash; $1.5B in LUMRYZ IP to be amortized over 13 years.
Expected accretive in 2026; FY 2026 guidance on Feb 25; Q1 costs $40M, $180M inventory step-up expensed as COGS.

item 1.01 item 1.02 item 2.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Alkermes plc. incurred term loan of up to $750 million with JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto at Term SOFR Rate plus a Secured Net Leverage Ratio-based margin, which will initia maturing February 12, 2031.

Instrument: term loan
Principal: up to $750 million
Counterparty: JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto
Rate: Term SOFR Rate plus a Secured Net Leverage Ratio-based margin, which will initia
Maturity: February 12, 2031
Event: incurrence

Exact text from the filing

The Credit Agreement provides for (i) a senior secured term loan A facility in an aggregate principal amount of up to $750 million (the "TLA Facility")

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Alkermes plc. incurred term loan of up to $775 million with JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto at Term SOFR Rate plus a margin of 2.75% per annum or the Alternate Base Rate plus maturing August 12, 2031.

Instrument: term loan
Principal: up to $775 million
Counterparty: JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto
Rate: Term SOFR Rate plus a margin of 2.75% per annum or the Alternate Base Rate plus
Maturity: August 12, 2031
Event: incurrence

Exact text from the filing

a senior secured term loan B facility in an aggregate principal amount of up to $775 million (the "TLB Facility" and together with the TLA Facility, the "Facilities").

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Alkermes plc. amended credit facility.

Instrument: credit facility
Event: amendment

Exact text from the filing

On February 12, 2026, we terminated the previously disclosed Bridge Credit Agreement

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Alkermes plc. completed an acquisition involving Avadel Pharmaceuticals plc for $21.00 in cash, plus one non-transferable contingent value right representing a potential additional cash payment of $1.50 per Avadel Share (closed 2026-02-12).

Action: acquisition
Counterparty: Avadel Pharmaceuticals plc
Consideration: $21.00 in cash, plus one non-transferable contingent value right representing a potential additional cash payment of $1.50 per Avadel Share
Closing: 2026-02-12

Exact text from the filing

Shares outstanding as of 11:59 p.m., New York City time, on February 11, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel Share, in each case in accordance with the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Alkermes plc. entered into Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto valued at $1.525 billion (effective 2026-02-12).

Action: entry
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto
Value: $1.525 billion
Effective: 2026-02-12

Exact text from the filing

On February 12, 2026, in connection with the Acquisition (as defined below), Alkermes plc (the “Company”) entered into a credit agreement (the “Credit Agreement”), by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, Alkermes Finance LLC, as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto.

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Alkermes plc. filing history →

Source: SEC EDGAR

accession 0001193125-26-047682

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