UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 | Entry into a Material Definitive Agreement. |
Pursuant to the previously announced pricing of $600,000,000 aggregate principal amount of 2.150% Senior Notes due 2031 (the “2031 Notes”) and $700,000,000 aggregate principal amount of 3.350% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”) to be issued by Royalty Pharma plc (the “Issuer”), on July 26, 2021, the Issuer, Royalty Pharma Holdings Ltd. (the “Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”), entered into a second supplemental indenture (the “Second Supplemental Indenture”) to the Indenture dated as of September 2, 2020 (the “Base Indenture” and together with the Second Supplemental Indenture, the “Indenture”), providing for the issuance of the Notes. The Notes will be guaranteed on a senior unsecured basis by the Guarantor.
The 2031 Notes will bear interest at a fixed rate of 2.150% per annum, and interest will be payable on March 2 and September 2 of each year, beginning March 2, 2022, until the maturity date of September 2, 2031. The 2051 Notes will bear interest at a fixed rate of 3.350% per annum, and interest will be payable on March 2 and September 2 of each year, beginning March 2, 2022, until the maturity date of September 2, 2051. 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 description of the Indenture and the Notes is qualified in its entirety by reference to the full text of the Base Indenture and the Second Supplemental Indenture (including the form of Notes) which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 | Other Events. |
The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-257883) filed by the Issuer and the Guarantor. Opinions of counsel for the Issuer and the Guarantor are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K, respectively.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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: July 26, 2021
ROYALTY PHARMA PLC | ||
By: | /s/ Pablo Legorreta | |
Pablo Legorreta | ||
Chief Executive Officer |