Filed Pursuant to Rule 424(b)(5)
Registration No. 333-279905
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer
to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 3, 2024
Preliminary Prospectus Supplement
(To Prospectus dated
June 3, 2024)
$
Royalty Pharma plc
$ % Senior Notes due
$ % Senior Notes due
$ % Senior Notes due
We are offering
$ of our % Senior Notes due (the 20 Notes), $ of our % Senior Notes due (the 20 Notes) and
$ of our % Senior Notes due (the 20 Notes and, together with the 20 Notes and the 20 Notes, the Notes). The 20 Notes will
mature on , 20 , the 20 Notes will mature on , 20 and the 20 Notes will mature on , 20 . We will pay interest on the Notes
on and of each year. Interest on the Notes will accrue from , 2024, and the first interest payment date will be , 2024.
The Notes will be fully and unconditionally guaranteed on a joint and several basis by Royalty Pharma Holdings Ltd (RP Holdings) and any
guarantor added after the issue date of the Notes, if any, as provided under Description of NotesGuarantors (collectively, the Guarantors).
We may redeem the Notes of each series, in whole or in part, at any time and from time to time at the redemption prices set forth in this prospectus supplement,
together with accrued and unpaid interest, if any, up to, but excluding, the redemption date. In addition, the Notes of any series are redeemable in whole but not in part prior to their respective maturity dates upon the occurrence of certain tax
events described in this prospectus supplement. If a change of control triggering event occurs, we will be required to offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if
any, up to, but excluding, the date of purchase. See Description of NotesChange of Control Triggering Event.
The Notes and the guarantees
will be our and the Guarantors senior unsecured obligations, respectively, and will rank equally in right of payment with all of our and the Guarantors existing and future unsubordinated indebtedness, respectively, and rank senior in
right of payment to all of our and the Guarantors existing and future subordinated indebtedness, respectively. The Notes and the guarantees will be effectively subordinated to all of our and the Guarantors future secured indebtedness,
respectively, to the extent of the value of the collateral securing such debt. The Notes and the guarantees will be structurally subordinated to all existing or future liabilities of our non-guarantor
subsidiaries.
None the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in the Notes involves risks. See Risk Factors beginning on page S-5
of this prospectus supplement.
Application will be made to The International Stock Exchange Authority for the Notes to be admitted to the Official List
of The International Stock Exchange (the Exchange). The Exchange is not a regulated market for the purposes of The Markets in Financial Instruments Directive (2004/39/EC). If such a listing is obtained, we will have no obligation to
maintain such listing, and we may delist the Notes of any series at any time. There are currently no established trading markets for the Notes of any series.
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Price to Public(1) |
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Underwriting Discount |
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Proceeds to Us, Before Expenses |
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Per 20 Note |
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% |
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% |
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% |
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Total |
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$ |
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$ |
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$ |
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Per 20 Note |
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% |
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% |
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% |
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Total |
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$ |
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$ |
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$ |
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Per 20 Note |
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% |
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% |
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% |
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Total |
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$ |
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$ |
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$ |
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(1) |
Plus accrued interest, if any, from , 2024, if settlement occurs after that date.
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We expect that delivery of the Notes will be made to investors through the facilities of The Depository Trust Company and its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about , 2024.
Joint
Book-Running Managers
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BofA Securities |
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Citigroup |
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J.P. Morgan |
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Morgan Stanley |
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TD Securities |
, 2024