UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01 | Change in Registrant’s Certifying Accountant. |
(a) On April 1, 2022, the Audit Committee of the Board of Directors of Royalty Pharma plc (the “Company”) appointed Ernst & Young Global Limited’s U.S. member firm, Ernst & Young LLP (registered in the United States) (“EY US”) as the independent registered public accounting firm of the Company and accepted the resignation of Ernst & Young Chartered Accountants (registered in Ireland) (“EY Ireland”), as the independent registered public accounting firm of the Company effective immediately.
The Company felt it appropriate to request the resignation and change from EY Ireland, the Irish member firm of Ernst & Young Global Limited that has traditionally serviced the Company, to EY US to facilitate the logistics of the Company’s financial reporting in the United States. The Company will continue to use EY Ireland, as its statutory auditor for filings with Companies House in the United Kingdom.
The reports of EY Ireland on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements during each of the years ended December 31, 2021 and 2020 and during the subsequent period through April 4, 2022, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with EY Ireland on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of EY Ireland, would have caused EY Ireland to make reference to the matter in their reports on the Company’s consolidated financial statements for such periods and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided EY Ireland with a copy of this Current Report on Form 8-K and requested from EY Ireland a letter addressed to the U.S. Securities and Exchange Commission indicating whether or not it agrees with the above disclosures. A copy of the EY Ireland letter dated April 4, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On April 1, 2022, the Audit Committee of the Board of Directors of the Company approved the engagement of EY US as its independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately.
During the Company’s two most recent fiscal years and through the date of its engagement of EY US, neither the Company nor anyone on its behalf consulted with EY US regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to its financial statements, and no written report or oral advice was provided to the Company by EY US that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) relating to the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 16.1 | Letter from EY Ireland dated April 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirement 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 thereunto duly authorized.
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ROYALTY PHARMA PLC | |||||
| Date: April 4, 2022 | By: | /s/ Terrance Coyne | ||||
| Terrance Coyne | ||||||
| Chief Financial Officer | ||||||