01—Abstract
Summary
Summary of the 8-K filed September 16, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 16, 2025, Royalty Pharma plc closed its previously announced offering of $2.0 billiona in aggregate principal amount of senior notes, consisting of $600 million of 4.450% Senior Notes due 2031, $900 million of 5.200% Senior Notes due 2035, and $500 million of 5.950% Senior Notes due 2055.
The Notes were issued under a base indenture dated September 2, 2020, as supplemented by a fourth supplemental indenture dated June 9, 2025 and a fifth supplemental indenture dated September 16, 2025, among the issuer, Royalty Pharma Holdings Ltd, Royalty Pharma Manager, LLC and Wilmington Trust, National Association, as trustee. The Notes are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd and Royalty Pharma Manager, LLC. Interest on all three series is payable semi-annually on March 25 and September 25, beginning March 25, 2026, with maturities of March 25, 2031, September 25, 2035 and September 25, 2055, respectively.
The Indenture includes customary covenants, and the issuer must offer to repurchase the Notes upon certain change of control events. The issuer may redeem the Notes at times and prices set out in the Indenture. The filing also reports that on September 2, 2025, the issuer and guarantors entered into an underwriting agreement with representatives of the several underwriters, including BofA Securities, Goldman Sachs, J.P.
Morgan, Morgan Stanley and TD Securities, covering the terms of the offering, indemnification and contribution obligations. Investors should note the new debt obligations and their longer maturities as the company's capital structure changes.
02—Key points
Key Highlights
- Closed the offering of $2.0 billion aggregate principal amount of senior notes on September 16, 2025
- $600 million of 4.450% Senior Notes due March 25, 2031
- $900 million of 5.200% Senior Notes due September 25, 2035
- $500 million of 5.950% Senior Notes due September 25, 2055
- Notes are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd and Royalty Pharma Manager, LLC
- Interest payable semi-annually on March 25 and September 25, beginning March 25, 2026
- Issuer must offer to repurchase the Notes upon certain change of control events
03—Questions
Frequently Asked Questions
How much debt did Royalty Pharma issue in this offering?
The company issued a total of $2.0 billion in aggregate principal amount of senior notes across three tranches: $600 million due 2031, $900 million due 2035 and $500 million due 2055.
What are the interest rates and payment dates on the Notes?
The 2031 Notes bear 4.450% interest, the 2035 Notes bear 5.200% interest and the 2055 Notes bear 5.950% interest. Interest is payable on March 25 and September 25 each year, beginning March 25, 2026.
Who guarantees the Notes?
The Notes are guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd and Royalty Pharma Manager, LLC, which are referred to as the Guarantors in the filing.
Under what indenture were the Notes issued?
The Notes were issued under a base indenture dated September 2, 2020, as supplemented by a fourth supplemental indenture dated June 9, 2025 and a fifth supplemental indenture dated September 16, 2025, with Wilmington Trust, National Association, as trustee.
Does the Indenture give holders any special protections?
The Indenture contains covenants as set forth in the Indenture and requires the issuer to offer to repurchase the Notes upon certain change of control events. The issuer may also redeem the Notes at times and prices provided for in the Indenture.
04—Continue