M&A - Royalty Pharma plc

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125013380

Filing Summary: On April 11, 2025, Royalty Pharma plc disclosed an amendment to a previously entered Membership Interests Purchase Agreement. This involved Royalty Pharma Holdings Ltd, a subsidiary of Royalty Pharma plc, acquiring all equity interests of Royalty Pharma Manager, LLC. The amendment allows for each seller to subscribe for Class B ordinary shares of Royalty Pharma plc equivalent to the non-voting Class E ordinary shares of Royalty Pharma Holdings they receive in the transaction. The sellers will subscribe at a nominal price of US$0.000001 per share, payable in cash at the transaction closing. This document outlines key details related to the amendment, including the need for shareholder approval and the possible benefits of the acquisition, which include cash savings, enhanced alignment with shareholders, and improved governance and transparency.

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Form Type: DEFA14A

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125013382

Filing Summary: On April 11, 2025, Royalty Pharma plc announced an amendment to the Membership Interests Purchase Agreement with Royalty Pharma Holdings Ltd. and Pablo Legorreta. This amendment, referred to as Amendment No. 1, involves Royalty Pharma Holdings acquiring all equity interests of Royalty Pharma Manager, LLC from various sellers. The amendment allows the sellers to subscribe for Class B ordinary shares of Royalty Pharma equivalent to the non-voting Class E ordinary shares they receive as consideration for the transaction. Sellers will subscribe at a nominal price, payable in cash at closing. This acquisition is contingent upon shareholder approval and is aimed at simplifying Royalty Pharma's structure and aligning shareholder interests better.

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Form Type: DEFM14A

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125013376

Filing Summary: Royalty Pharma plc announces a significant agreement to acquire its external manager, RP Management, LLC, in a transaction valued at approximately $200 million in cash and the issuance of 24,530,266 non-voting shares of Royalty Pharma Holdings Ltd. This acquisition is outlined in a Membership Interests Purchase Agreement dated January 10, 2025. The transaction also involves assuming RPM's term loan facility of $380 million. Shareholders will vote on various proposals related to this transaction and other governance matters at the Annual Meeting scheduled for May 12, 2025. Key proposals include the Internalization Proposal, Say-on-Golden-Pay Proposal, and the adoption of the 2025 Equity Incentive Plan. The successful implementation of the acquisition is contingent on shareholder approval, particularly the Internalization Proposal, which requires 75% of votes cast.

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Form Type: DEFA14A

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325003064

Filing Summary: Royalty Pharma plc is set to acquire its external manager through a Membership Interest Purchase Agreement. This transaction involves the subsidiary, Royalty Pharma Holdings Ltd. (RPH), acquiring all equity interests of Royalty Pharma, LLC from the identified sellers. The internalization of management is seen as a significant evolution for Royalty Pharma, enhancing alignment with shareholders, reducing costs by over $100 million in 2026, and improving governance and executive oversight. Feedback from investors has been largely positive, indicating excitement about the potential growth and momentum of the equity story. Additionally, the company is focused on optimizing its capital deployment strategies, with a large share buyback plan announced concurrently with the internalization. Notable discussions also revolved around the company’s growing portfolio and pipeline, with emphasis on future drug approvals and clinical trial outcomes.

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Form Type: PREM14A

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125004116

Filing Summary: Royalty Pharma plc has announced that it is acquiring its external manager, RP Management, LLC (RPM). The acquisition involves Royalty Pharma Holdings Ltd., its subsidiary, entering into a Membership Interests Purchase Agreement with Royalty Pharma, LLC, RPM, and designated sellers. The agreement outlines an aggregate consideration of $200 million in cash and 24,530,266 non-voting shares of Royalty Pharma Holdings. The deal also includes the assumption of RPM's $380 million term loan facility. Shareholders will be asked to vote on multiple proposals at the 2025 Annual General Meeting, including the approval of the internalization transaction, compensation for executive officers, and adoption of the 2025 Equity Incentive Plan. The approval of the internalization proposal is crucial for consummating the overall transaction, with other proposals being dependent on its approval. The board recommends that shareholders support the proposals. The annual meeting is set to be held at the company headquarters in New York.

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Form Type: DEFA14A

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000651

Filing Summary: Royalty Pharma plc filed a DEFA14A proxy statement regarding a proposed acquisition transaction where its subsidiary, Royalty Pharma Holdings Ltd. ("RPH"), aims to acquire all equity interests of Royalty Pharma, LLC ("RP LLC") from the sellers named in the Membership Interest Purchase Agreement. This acquisition was highlighted during an investor conference with JPMorgan, where the CEO, Pablo Legorreta, expressed optimism about the company’s internalization of RP Management and discussed plans for a possible $2 billion share repurchase in 2025. The company received positive investor feedback at the conference while discussing its capital allocation strategy and late-stage product pipeline. Thanks were given to employees for their hard work ahead of the conference, acknowledging their efforts in the transaction's announcement.

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Form Type: DEFA14A

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000095010325000590

Filing Summary: Royalty Pharma plc has filed a preliminary proxy statement regarding its proposed acquisition of RP Management, LLC, as part of a strategic initiative to internalize the management structure and enhance shareholder value. The acquisition involves Royalty Pharma Holdings Ltd. purchasing all equity interests in RP LLC from the Sellers based on a Membership Interest Purchase Agreement. The total consideration for this transaction is approximately $1.1 billion, of which around $100 million will be in upfront cash, and the remainder will consist of 24.5 million shares of Royalty Pharma, vesting over a period of five to nine years. This initiative aims to strengthen alignment between management and shareholders, improve governance practices, and eliminate management fees, projected to yield significant long-term cost savings. The conference held on January 14, 2025, provided insights into the company's performance, emphasizing a strong growth in their portfolio and financial health, with strategic allocations reflecting a commitment to shareholder returns. The planned share buyback program of $3 billion, paired with a focus on increasing the internal managerial structure, positions the company for continued growth and value creation in the evolving life sciences sector.

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Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000523

Filing Summary: Royalty Pharma plc announced a transformative acquisition of its external manager, RP Management, for approximately $1.1 billion. The transaction includes around $100 million in upfront cash and the assumption of $380 million in existing manager debt. The majority of this consideration will be paid with 24.5 million shares of Royalty Pharma, which will vest over a period of five to nine years, representing approximately 4% of the company's outstanding shares. The acquisition is aimed at increasing shareholder value by eliminating the 6.5% management fee, leading to expected annual cash savings of over $100 million in 2026, which could increase to over $175 million by 2030. This strategic move is intended to enhance governance, align the interests of management with shareholders, and simplify the corporate structure, thus facilitating better investor engagement. Royalty Pharma is also undertaking a $3 billion share repurchase plan as part of its financial strategy to enhance shareholder value.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000393

Filing Summary: On January 10, 2025, Royalty Pharma Holdings Ltd., a subsidiary of Royalty Pharma plc, entered into a Membership Interests Purchase Agreement to acquire all equity interests of Royalty Pharma, LLC from various sellers for $200 million in cash and 24,530,266 non-voting shares. The agreement includes terms for assuming a $380 million term loan and outlines vesting conditions for shares granted to management. The transaction is subject to customary closing conditions, including shareholder approval, and provisions are made for management's non-competition restrictions. The board unanimously recommended this transaction to shareholders, who will vote on it at an upcoming meeting. Additionally, the Company announced a new $3 billion share repurchase program and provided further details in a press release and investor call on the same day.

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Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000394

Filing Summary: On January 10, 2025, Royalty Pharma Holdings Ltd., a subsidiary of Royalty Pharma plc, entered into a Membership Interests Purchase Agreement to acquire all equity interests of Royalty Pharma, LLC from specific sellers. The total consideration for this acquisition includes $200 million in cash and 24,530,266 non-voting shares of Royalty Pharma Holdings Ltd. The cash portion will be adjusted based on management fee payments to RP Management and RP LLC prior to closing. Additionally, RP Management's $380 million term loan facility will be assumed by Royalty Pharma Holdings Ltd. The share consideration will vest over a period of five to nine years for key management members, including specific forfeiture conditions. The transaction is subject to various customary closing conditions, including regulatory approvals and material compliance with the Purchase Agreement. The Company's Board has unanimously approved the agreement, recommending shareholder approval at an upcoming meeting. Furthermore, the Company plans to launch a $3 billion share repurchase program alongside this acquisition announcement.

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