01—Abstract
Summary
Summary of the 8-K filed June 10, 2024. Cited figures are marked; the original filing is the authoritative source.
Royalty Pharma plc filed this Form 8-K to report that on June 10, 2024 it closed its previously announced offering of three series of senior notes, totaling $1.5 billiona: $500 million of 5.150% Senior Notes due 2029, $500 million of 5.400% Senior Notes due 2034, and $500 million of 5.900% Senior Notes due 2054.
The Notes were issued under a base indenture dated September 2, 2020, as supplemented by a Third Supplemental Indenture dated June 10, 2024, among the company, Royalty Pharma Holdings Ltd (the guarantor) and Wilmington Trust, National Association, as trustee. The Notes are senior unsecured obligations guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd. Interest is fixed at the stated rates and payable semi-annually on March 2 and September 2, beginning March 2, 2025, with maturities on September 2 of 2029, 2034 and 2054. The Indenture contains customary covenants and requires the issuer to offer to repurchase the Notes upon certain change of control events, and the company may redeem the Notes under terms set out in the Indenture.
For investors, the filing is primarily a debt financing disclosure that adds $1.5 billionb of fixed-rate senior unsecured obligations across three maturities. The filing itself does not describe the use of proceeds. The full terms are in the exhibits, including the Base Indenture and Third Supplemental Indenture, and legal opinions from Davis Polk & Wardwell LLP.
02—Key points
Key Highlights
- Closed the offering of $1.5 billion in aggregate senior notes on June 10, 2024, with $500 million in each of three series.
- 2029 Notes carry a 5.150% fixed coupon and mature September 2, 2029.
- 2034 Notes carry a 5.400% fixed coupon and mature September 2, 2034.
- 2054 Notes carry a 5.900% fixed coupon and mature September 2, 2054.
- Notes are senior unsecured obligations of Royalty Pharma plc, guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd.
- Interest is payable semi-annually on March 2 and September 2, beginning March 2, 2025.
- Indenture includes a change of control repurchase offer requirement and the issuer may redeem the Notes per the Indenture terms.
03—Questions
Frequently Asked Questions
How much debt did Royalty Pharma issue and in what form?
The company closed the sale of $1.5 billion in aggregate principal amount of senior notes, split equally into three series of $500 million each, due 2029, 2034 and 2054.
What are the interest rates on the new notes?
The 2029 Notes bear 5.150% interest, the 2034 Notes bear 5.400% interest, and the 2054 Notes bear 5.900% interest, all fixed rates payable semi-annually.
When do interest payments begin and when do the notes mature?
Interest is payable on March 2 and September 2 each year, beginning March 2, 2025. The notes mature on September 2 of 2029, 2034 and 2054, respectively.
Are the notes secured, and who guarantees them?
The notes are unsecured. They are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd.
What governs the notes and what protections do holders have?
The notes are governed by a Base Indenture dated September 2, 2020, as supplemented by a Third Supplemental Indenture dated June 10, 2024, with Wilmington Trust, National Association, as trustee. The indenture contains covenants and requires the issuer to offer to repurchase the notes upon certain change of control events.
04—Continue