Royalty Pharma sells $2B in senior notes

Royalty Pharma plc completed a major debt financing, closing an offering of $600 million 4.450% Senior Notes due 2031, $900 million 5.200% Senior Notes due 2035, and $500 million 5.950% Senior Notes due 2055.

Rhea-AI Filing Summary

Royalty Pharma plc completed a major debt financing, closing an offering of $600 million 4.450% Senior Notes due 2031, $900 million 5.200% Senior Notes due 2035, and $500 million 5.950% Senior Notes due 2055.

The notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd and Royalty Pharma Manager, LLC. Interest on all three series will be paid semi-annually on March 25 and September 25, beginning March 25, 2026, with final maturities matching each series’ stated due date.

The indenture includes customary covenants and requires Royalty Pharma to offer to repurchase the notes upon certain change of control events. The company also entered into an underwriting agreement with a syndicate of major investment banks that sets the terms and conditions for the sale of these notes.

Insights

Corporate debt and capital structure analyst

Royalty Pharma adds long-dated fixed-rate debt across three maturities.

Royalty Pharma issued a total of $2.0 billion of senior unsecured notes split across 2031, 2035 and 2055 maturities, with coupons of 4.450%, 5.200% and 5.950%. This locks in fixed borrowing costs over medium- and long-term horizons.

The notes are guaranteed by key group entities, which typically supports investor confidence but increases obligations at the guarantor level. The indenture contains covenants and a requirement to offer to repurchase the notes upon specified change of control events, providing some protection to noteholders.

An underwriting agreement with major banks such as BofA Securities, Goldman Sachs, J.P. Morgan, Morgan Stanley and TD Securities underpinned distribution of the securities. Future filings may detail how this additional debt interacts with existing leverage, liquidity and investment activities.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Royalty Pharma plc (RPRX) announce in this 8-K filing?

Royalty Pharma plc reported closing an offering of $2.0 billion in senior unsecured notes across three maturities. The filing outlines key terms, including interest rates, payment dates, guarantees by group entities, and investor protections such as change of control repurchase obligations.

How much debt did Royalty Pharma plc (RPRX) issue and in what tranches?

Royalty Pharma issued $600 million of 4.450% notes due 2031, $900 million of 5.200% notes due 2035, and $500 million of 5.950% notes due 2055. These three senior note tranches total $2.0 billion in aggregate principal amount.

What are the interest payment terms on Royalty Pharma’s new notes?

Each series of notes pays fixed-rate interest semi-annually on March 25 and September 25, starting March 25, 2026. The 2031 notes pay 4.450%, the 2035 notes 5.200%, and the 2055 notes 5.950% per year until their respective maturity dates.

Who guarantees the new senior notes issued by Royalty Pharma (RPRX)?

The notes are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd and Royalty Pharma Manager, LLC. These guarantees tie key group entities to repayment obligations, enhancing structural support for noteholders under the indenture framework.

What investor protections are included in Royalty Pharma’s new notes?

The indenture contains certain covenants and requires Royalty Pharma to offer to repurchase the notes upon specified change of control events. These provisions are designed to protect noteholders if the company’s ownership or control structure changes materially.

Which banks underwrote Royalty Pharma plc (RPRX) senior notes offering?

An underwriting agreement was signed with BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and TD Securities (USA) LLC, acting as representatives for several underwriters that arranged and distributed the senior notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/16/2025 - 04:05 PM Learn about SEC filing dates

NY false 0001802768 0001802768 2025-09-16 2025-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2025

Royalty Pharma plc

(Exact Name of Registrant as Specified in Its Charter)

England and Wales		001-39329		98-1535773
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Identification No.)

110 East 59th Street New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 883-0200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbols(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		RPRX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 16, 2025, Royalty Pharma plc (the “Issuer”) closed its previously announced offering (the “Offering”) of $600 million aggregate principal amount of 4.450% Senior Notes due 2031 (the “2031 Notes”), $900 million aggregate principal amount of 5.200% Senior Notes due 2035 (the “2035 Notes”) and $500 million aggregate principal amount of 5.950% Senior Notes due 2055 (the “2055 Notes” and, together with the 2031 Notes and 2035 Notes, the “Notes”). The Notes were issued under the indenture, dated as of September 2, 2020 (the “Base Indenture”), among the Issuer, Royalty Pharma Holdings Ltd (“RP Holdings”) and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated as of June 9, 2025 (the “Fourth Supplemental Indenture”), among the Issuer, RP Holdings, Royalty Pharma Manager, LLC (“RP Manager” and, together with RP Holdings, the “Guarantors”) and the Trustee, and as further supplemented by the fifth supplemental indenture, dated as of September 16, 2025 (the “Fifth Supplemental Indenture” and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors and the Trustee. The Notes are guaranteed on a senior unsecured basis by the Guarantors.

The 2031 Notes bear interest at a fixed rate of 4.450% per annum, and interest will be payable on March 25 and September 25 of each year, beginning March 25, 2026, until the maturity date of March 25, 2031. The 2035 Notes bear interest at a fixed rate of 5.200% per annum, and interest will be payable on March 25 and September 25 of each year, beginning March 25, 2026, until the maturity date of September 25, 2035. The 2055 Notes bear interest at a fixed rate of 5.950% per annum, and interest will be payable on March 25 and September 25 of each year, beginning March 25, 2026, until the maturity date of September 25, 2055. The Issuer may redeem the Notes at such times and at the redemption prices as provided for in the Indenture. The Indenture also contains certain covenants as set forth in the Indenture and requires the Issuer to offer to repurchase the Notes upon certain change of control events.

The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture and the Fourth Supplemental Indenture attached as Exhibit 4.1 hereto and Exhibit 4.2 hereto, respectively, and (ii) the Fifth Supplemental Indenture attached as Exhibit 4.3 hereto and the form of the Notes included therein, which are incorporated herein by reference.

Item 8.01. Other Events.

On September 2, 2025, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) with the representatives of the several underwriters in connection with the Offering. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Notes, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached as Exhibit 1.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated as of September 2, 2025, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, Royalty Pharma Manager, LLC and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein.
4.1		Indenture, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39329), filed with the SEC on September 2, 2020).
4.2		Fourth Supplemental Indenture, dated as of June 9, 2025, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, Royalty Pharma Manager, LLC and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39329), filed with the SEC on August 6, 2025).
4.3		Fifth Supplemental Indenture, dated as of September 16, 2025, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, Royalty Pharma Manager, LLC and Wilmington Trust, National Association, as Trustee.
4.4		Form of 4.450% Senior Notes due 2031 (included in Exhibit 4.3 hereto).
4.5		Form of 5.200% Senior Notes due 2035 (included in Exhibit 4.3 hereto).
4.6		Form of 5.950% Senior Notes due 2055 (included in Exhibit 4.3 hereto).
5.1		Opinion of Davis Polk & Wardwell LLP with respect to the Securities.
5.2		Opinion of Davis Polk & Wardwell London LLP with respect to certain matters of English law.
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.2		Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.2).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 16, 2025

ROYALTY PHARMA PLC
By:		/s/ Terrance Coyne
		Terrance Coyne
		Chief Financial Officer