Arrowhead Pharmaceuticals, Inc. filed a Form 8-K on November 4, 2026, disclosing that the company entered into an Amended and Restated Financing Agreement on November 2, 2026, replacing its existing senior secured term loans with a new $400.0 million credit facility administered by Sixth Street Lending Partners.

Key Highlights

  • New credit facility: A senior secured term loan of $400.0 million, fully funded on November 2, 2026, maturing November 2, 2031.
  • Interest rate: At the company's election, three-month Term SOFR (subject to a 1.00% floor) plus 5.50%, or a base rate (subject to a 2.00% floor) plus 4.50%, payable quarterly in cash.
  • Prior loan repaid: The company repaid the existing term loans at an aggregate payoff amount of approximately $404.4 million, which included an outstanding principal balance of approximately $363.8 million.
  • Discount on payoff: The payoff amount represents a discount of approximately $68 million from the 2.0x MOIC payment that would otherwise have been owed upon repayment in full on or prior to August 7, 2028.
  • Minimum liquidity covenant: The company and Arrowhead Madison Inc. must maintain unrestricted cash and cash equivalents of at least $125.0 million at all times, reduced from the prior minimum of $150.0 million.
  • Convertible debt basket: The agreement permits additional convertible indebtedness of up to the greater of $1.1 billion and 10.0% of market capitalization, subject to an overall cap of $2.5 billion inclusive of the company's outstanding $700.0 million of 0.00% Convertible Senior Notes due 2032.
  • Upfront fees: The company paid fees to the lenders equal to 2.00% of the principal amount of the credit facility on the closing date.

Arrowhead Pharmaceuticals Replaces 15% Fixed-Rate Loan with SOFR-Linked $400M Facility

According to the filing, Arrowhead Pharmaceuticals, Inc. (NASDAQ:ARWR) and its subsidiary Arrowhead Madison Inc., as guarantor, entered into the Amended and Restated Financing Agreement on November 2, 2026, with Sixth Street Lending Partners serving as administrative agent and collateral agent. The new agreement amends and restates in its entirety the Financing Agreement originally dated August 7, 2024, as amended on November 26, 2024, and August 13, 2025. The $400.0 million credit facility does not provide for scheduled amortization payments during its term, with all principal due on the maturity date of November 2, 2031.

The company disclosed that it used cash on hand to repay the existing term loans, which had carried interest at a fixed annual rate of 15.0% paid in kind and added to the outstanding principal balance each period. The aggregate payoff amount of approximately $404.4 million was accepted by the existing lenders in full satisfaction of all obligations, including the multiple-of-invested-capital payment that would otherwise have been due. The filing states this represents a discount of approximately $68 million from the 2.0x MOIC payment that would have been owed upon full repayment on or prior to August 7, 2028.

The filing notes that, unlike the prior agreement, the A&R Financing Agreement does not require the company to prepay the credit facility with any portion of net sales of plozasiran or other products, royalties, milestones, or proceeds of licensing or partnering transactions. The agreement also expressly permits the company, without lender consent, to out-license plozasiran (REDEMPLO®) outside the United States and to sell any priority review voucher. Prepayments made on or before the eighteen-month anniversary of the closing date are subject to a make-whole premium, with declining premiums of 2.00% and 1.00% in the two subsequent twelve-month periods, and no premium thereafter. The company stated that net proceeds may be used for working capital and general corporate purposes.

What Was Disclosed

Arrowhead Pharmaceuticals disclosed the refinancing of its existing senior secured term loans into a new $400.0 million facility with Sixth Street Lending Partners, the repayment of approximately $404.4 million in existing loan obligations, and updated covenant terms including a reduced minimum liquidity requirement of $125.0 million.