BeOne Medicines Ltd.ONC
BeOne Medicines Ltd. Debt Disclosure
Sale of Future IMDELLTRA® Royalties
On August 25, 2025, the Company entered into an agreement (“Royalty Agreement”) to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA® (tarlatamab-dlle) for up to $950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”). Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $885,000 upon closing of the Royalty Agreement. Subsequently, the Company exercised its option to sell additional royalties to Royalty Pharma and received $26,000 in the fourth quarter of 2025. The Company will share in a portion of the royalty on annual sales above $1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.
The Company evaluated the arrangement and determined that the proceeds from the sale of future IMDELLTRA® royalties, as well as the option to sell remaining royalties when and if exercised, should be treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration. At the transaction date, the Company recognized the upfront proceeds of $885,000 and, subsequently, the option proceeds of $26,000, as liabilities and is amortizing them using the effective interest method over the life of the arrangement. The Company imputes interest expense associated with the liability using the effective interest rate method. The effective interest rate is the rate that equates the present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability. The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast. The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and current market conditions using the prospective method. A significant increase or decrease in future royalty revenues will materially impact the timing of royalty sale liability amortization, interest expense and the time period for repayment. The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount or timing of such payments is materially different than its initial estimates, the Company will prospectively adjust the amortization of the liability and the related interest expense.
The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period. The repayment does not follow a fixed repayment schedule and will be recognized over the life of the royalty stream, which is expected to occur through at least 2041. The Royalty Agreement also contains customary representations, warranties, covenants, and indemnification provisions.
As of December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:
| As of | |||||
| December 31, 2025 | |||||
| $ | |||||
| Sale of future royalty liability, current portion | 56,714 | ||||
| Sale of future royalty liability, non-current portion | 850,242 | ||||
| Total sale of future royalty liability | 906,956 | ||||
The following table summarizes the sale of future royalty liability activity during the year ended December 31, 2025:
| Royalty Sale Liability | |||||
| $ | |||||
| Balance at August 25, 2025 | 885,000 | ||||
| Proceeds from option exercise | 26,000 | ||||
| Payments to Royalty Pharma, excluding effective interest payments | (4,044) | ||||
| Balance at December 31, 2025 | 906,956 | ||||
The carrying value of the sale of future royalty liability approximates fair value as of December 31, 2025 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs. The Company recognized interest expense of $19,760 related to this arrangement for the year ended December 31, 2025, of which $14,180 was accrued as of December 31, 2025. The effective annual imputed interest rate was 6.4% as of December 31, 2025.
DebtFacilities Agreement
In November 2025, BeOne Medicines Ltd. entered into the Facilities Agreement (the “Facilities Agreement”), by and among certain subsidiaries of the Company, as guarantors, the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders. The Facilities Agreement provides for a $140,000 U.S. dollar-denominated, 2-year, B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $560,000 U.S. dollar-denominated, 2-year, B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2,150,000 Renminbi-denominated, 3-year, A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”). Subsequently, the Company consummated the refinancing of its short-term working capital loans of $768,375 in aggregate through the proceeds from the B2 Term Loan Facility and A Loan Facility.
The following table presents outstanding borrowings under the Facilities Agreement:
| As of December 31, | ||||||||
| 2025 | ||||||||
| $ | ||||||||
| A Loan Facility | 12,298 | |||||||
| Less: unamortized debt issuance costs | (3,235) | |||||||
| Total short-term debt | 9,063 | |||||||
| A Loan Facility | 295,152 | |||||||
| B2 Term Loan Facility | 560,000 | |||||||
| Less: unamortized debt issuance costs | (18,783) | |||||||
| Total long-term debt | 836,369 | |||||||
The A Loan Facility requires repayment of 4% of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10% of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended. The Company may voluntarily prepay borrowings, in whole or in part, under the Facilities Agreement without premium or penalty. The Facilities Agreement also contains certain customary mandatory prepayment provisions in the event that the Company undergoes a change of control and in relation to disposal and insurance proceeds.
The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65% per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40% per annum. In addition to paying interest on the outstanding principal, the Company is also required to pay a commitment fee of 0.85% on the undrawn and uncancelled amounts under the Loan Facilities.
As of December 31, 2025, the B1 Revolving Loan Facility was available for borrowing. Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.65% and 6.10%, respectively, as of December 31, 2025.
The Loan Facilities are guaranteed by BeOne Medicines UK, Ltd., BeOne Medicines US Holdings, LLC, BeOne Medicines I GmbH, BeOne Medicines (Hong Kong) Co., Limited, BeOne Medicines Aus Pty Ltd, BG NC, Ltd., BG NC, Ltd., BeOne Medicines Hopewell Urban Renewal, LLC, BeOne Medicines US Manufacturing Co., Inc., BeOne Medicines Treasury Ltd., and BeOne Medicines USA, Inc. (collectively, “Guarantors”). Except as otherwise provided by applicable law, all obligations under the Loan Facilities are unconditionally guaranteed jointly and severally by the Guarantors.
Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC (as security agent on behalf of the secured parties) by: (a) a security interest in the equity interests of a member of the Company and its subsidiaries and (b) security interests in, and mortgage on, the Company’s manufacturing and clinical R&D facility in New Jersey.
The Facilities Agreement contains various customary representations, warranties and covenants applicable to the Company and its subsidiaries. In addition, the Facilities Agreement contains financial covenants, including covenants requiring the maintenance of: (i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00; (ii) a net leverage ratio of not greater than 2.50 to 1.00; (iii) a minimum total consolidated shareholders’ equity of not less than $2.7 billion; (iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $500.0 million; (v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $2.0 billion; and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $500.0 million. The Company was compliant with the required covenants as of December 31, 2025.
In connection with the execution of the Facilities Agreement, the Company capitalized $23,392 of debt issuance costs. The Company allocated these costs among the Loan Facilities based on the maximum borrowing capacity and amortizes the costs using the effective interest method for the A Loan Facility and B2 Term Loan Facility and on a straight-line basis for the B1 Revolving Loan Facility. Non-cash interest expense related to the amortization of the debt issuance costs for the year ended December 31, 2025 was $692.
Other Bank Loans
The following table summarizes the Company’s short-term working capital loans and project loans of December 31, 2025 and 2024:
| Lender | Borrower | Term | Maturity Date | Note | As of December 31, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||
| China Construction Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | June 11, 2027 | 1 | 21,450 | 16,440 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | January 20, 2029 | 2 | 8,989 | 8,611 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | November 8, 2029 | 3 | 8,497 | 8,148 | ||||||||||||||||||||||||||||||||
| China CITIC Bank | BeOne Pharmaceutical (Suzhou) Co., Ltd. | 10-year | July 28, 2032 | 4 | 9,294 | 1,384 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Medicines Ltd. | 1-year | January 21, 2026 | 5 | — | 380,000 | ||||||||||||||||||||||||||||||||
| China Minsheng Bank | BeOne Medicines Ltd. | 1-year | December 16, 2025 | 6 | — | 150,000 | ||||||||||||||||||||||||||||||||
| China Industrial Bank | BeOne Medicines USA, Inc. | 364-days | June 28, 2026 | 7 | — | — | ||||||||||||||||||||||||||||||||
| China Industrial Bank | BeOne Medicines Ltd. | 364-days | March 27, 2025 | 8 | — | 92,475 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 1-year | June 5, 2025 | 9 | — | 54,800 | ||||||||||||||||||||||||||||||||
| HSBC Bank | BeOne Medicines Ltd. | 1-year | June 17, 2026 | 10 | — | 46,580 | ||||||||||||||||||||||||||||||||
| Shanghai Pudong Development Bank | BeOne Medicines Ltd. | 1-year | November 24, 2025 | 11 | — | 93,091 | ||||||||||||||||||||||||||||||||
| Total short-term debt | 48,230 | 851,529 | ||||||||||||||||||||||||||||||||||||
| China Construction Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | June 11, 2027 | 1 | 21,450 | 41,100 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | January 20, 2029 | 2 | 20,224 | 27,987 | ||||||||||||||||||||||||||||||||
| China Merchants Bank | BeOne Guangzhou Biologics Manufacturing Co., Ltd. | 9-year | November 8, 2029 | 3 | 25,970 | 33,020 | ||||||||||||||||||||||||||||||||
| China CITIC Bank | BeOne Pharmaceutical (Suzhou) Co., Ltd. | 10-year | July 28, 2032 | 4 | 57,900 | 64,377 | ||||||||||||||||||||||||||||||||
| Total long-term debt | 125,544 | 166,484 | ||||||||||||||||||||||||||||||||||||
1.The credit facility offers a borrowing capacity of RMB 580,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.8% as of December 31, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $17,225 (or RMB 120,000) during the year ended December 31, 2025. The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.
2.The credit facility offers a borrowing capacity of RMB 350,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.4% as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $8,726 (RMB 62,857) during the year ended December 31, 2025. The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.
3.The credit facility offers a borrowing capacity of RMB 378,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.2% as of December 31, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $8,287 (RMB 59,475) during the year ended December 31, 2025. The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.
4.The credit facility offers a borrowing capacity of RMB 480,000, denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3% as of December 31, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $1,442 (RMB 10,100) during the year ended December 31, 2025. The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.
5.The working capital loan facility offers a borrowing capacity of up to $380,000, denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
6.The working capital loan facility offers a borrowing capacity of up to $150,000, denominated in USD. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
7.The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company drew down the facility in the second quarter of 2025 and repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
8.The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.
9.The working capital loan facility offers a borrowing capacity of up to RMB 400,000, denominated in RMB. The Company repaid the loan during the year ended December 31, 2025.
10.The working capital loan facility offers a borrowing capacity of up to RMB 340,000, denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
11.The working capital loan facility offers a borrowing capacity of up to RMB 700,000, denominated in RMB. The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.
The Company has numerous financial and non-financial covenants on its debt obligations with the lenders above. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. As of December 31, 2025, the Company was in compliance with all covenants of its material debt agreements.
Contractual Maturities of Debt Obligations
The aggregate contractual maturities of all borrowings due subsequent to December 31, 2025 are as follows:
| Maturity dates | Amounts | |||||||
| $ | ||||||||
| Year ending December 31, 2026 | 60,528 | |||||||
| Year ending December 31, 2027 | 632,825 | |||||||
| Year ending December 31, 2028 | 297,337 | |||||||
| Year ending December 31, 2029 | 20,518 | |||||||
| Year ending December 31, 2030 | 9,295 | |||||||
| Thereafter | 20,721 | |||||||
| Total | 1,041,224 | |||||||
Interest Expense
Interest on bank loans is paid quarterly until the respective loans are fully settled. Excluding the amortization of debt issuance costs, interest expense on bank loans for the years ended December 31, 2025, 2024 and 2023 amounted to $49,950, $46,894 and $20,800, respectively, among which, $12,443, $32,158 and $16,571 was capitalized, respectively. Interest paid for the years ended December 31, 2025, 2024 and 2023, net of amounts capitalized, amounted to $34,428, $19,723 and $3,484, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 25, 2021 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.