| 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.
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
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| 1.1 |
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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. |
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| 4.1 |
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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). |
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| 4.2 |
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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). |
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| 4.3 |
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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. |
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| 4.4 |
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Form of 4.450% Senior Notes due 2031 (included in Exhibit 4.3 hereto). |
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| 4.5 |
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Form of 5.200% Senior Notes due 2035 (included in Exhibit 4.3 hereto). |
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| 4.6 |
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Form of 5.950% Senior Notes due 2055 (included in Exhibit 4.3 hereto). |
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| 5.1 |
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Opinion of Davis Polk & Wardwell LLP with respect to the Securities. |
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| 5.2 |
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Opinion of Davis Polk & Wardwell London LLP with respect to certain matters of English law. |
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| 23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
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| 23.2 |
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Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.2). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
