Royalty Pharma plc S-1/A, filed Jun 2, 2020

Royalty Pharma plc S-1/A, filed Jun 2, 2020

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Royalty Pharma plc (RPRX)

S-1/A 2020-06-02

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England and Wales	2834	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Class A Ordinary Shares, par value $ per share	$100,000,000	$12,980



1.1*		Form of Underwriting Agreement

3.1		Form of Articles of Association

4.1*		Form of Class A Ordinary Share Certificate

5.1**		Opinion of Davis Polk & Wardwell London LLP as to the validity of the Class A ordinary shares

8.1		Opinion of Akin Gump Strauss Hauer & Feld LLP relating to tax matters

10.1**		Form of Management and Services Agreement, dated , 2020, among Royalty Pharma plc and RP Management, LLC

10.2**		Credit Agreement, dated February 11, 2020, between RPI 2019 Intermediate Finance Trust, as borrower, Bank of America, N.A., as administrative agent, and certain lender parties thereto

10.3		Form of Exchange Agreement

10.4		Form of Registration Rights Agreement

10.5†		Form of Deed of Indemnity

10.6*†		Director Appointment Agreement, dated , 2020, between the Company and Mr. Germano Giuliani

10.7#		Amended and Restated Purchase and Sale Agreement, dated November 14, 2014, with the Cystic Fibrosis Foundation Therapeutics Incorporated

10.8#		Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement, dated October 13, 2016 with the Cystic Fibrosis Foundation

10.9#**		Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Inc., as amended

10.10#**		Amendment No. 1 to Research, Development and Commercialization Agreement, dated January 6, 2006 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

10.11**		Amendment No. 2 to Research, Development and Commercialization Agreement, dated January 1, 2006, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

10.12#**		Amendment No. 5 to Research, Development and Commercialization Agreement, dated April 1, 2011, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

10.13#**		Amendment No. 7 to Research, Development and Commercialization Agreement, dated September 1, 2016, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

10.14**		Form of Amended and Restated Management and Services Agreement, dated, 2020, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC

21.1**		List of subsidiaries

23.1**		Consent of Ernst & Young

23.2**		Consent of Davis Polk & Wardwell London LLP (included as part of Exhibit 5.1)

23.3		Consent of Akin Gump Strauss Hauer & Feld LLP (included as part of Exhibit 8.1)

24.1**		Power of Attorney (included on the signature page to the initial filing of this registration statement)


ROYALTY PHARMA PLC

By:		/s/ George Lloyd
		Name: George Lloyd
		Title: Attorney-in-fact

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Richard D. Truesdell, Jr., Esq. Marcel Fausten, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000		Arthur R. McGivern, Esq. Edwin M. O’Connor, Esq. Benjamin K. Marsh, Esq. Goodwin Procter LLP 620 Eighth Avenue New York, New York 10018 (212) 813-8800


Signature		Title
* Pablo Legorreta		Chairman of the Board, Director & Chief Executive Officer (Principal Executive Officer and Royalty Pharma plc’s authorized representative in the United States)

* Terrance Coyne		Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ George Lloyd		Director
George Lloyd


Clause	Page

PRELIMINARY		1

SHARE CAPITAL AND LIMITED LIABILITY		6

AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS		12

VARIATION OF RIGHTS		14

SHARES IN UNCERTIFICATED FORM		15

SHARE CERTIFICATES		17

LIEN		18

CALLS ON SHARES		19

FORFEITURE AND SURRENDER		20

TRANSFER OF SHARES		21

TRANSMISSION OF SHARES		23

ALTERATION OF SHARE CAPITAL		24

PURCHASE OF OWN SHARES		25

GENERAL MEETINGS		25

NOTICE OF GENERAL MEETINGS		26

PROCEEDINGS AT GENERAL MEETINGS		30

PROPOSED SHAREHOLDER RESOLUTIONS		34

VOTES OF MEMBERS		40

NOTIFICATION OF INTERESTS IN SHARES		43

PROXIES AND CORPORATE REPRESENTATIVES		47

NUMBER OF DIRECTORS		51

APPOINTMENT OF DIRECTORS		52

POWERS OF THE BOARD		53

BORROWING POWERS		54

CHANGE OF THE COMPANY’S NAME		54

DELEGATION OF POWERS OF THE BOARD		54

RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS		55

REMUNERATION AND EXPENSES OF DIRECTORS		56

EXECUTIVE OFFICERS		57

ALTERNATE DIRECTORS		57


Clause	Page

DIRECTORS’ INTERESTS		59

GRATUITIES, PENSIONS AND INSURANCE		64

PROCEEDINGS OF THE BOARD		65

SECRETARY		68

MINUTES		68

THE SEAL		68

REGISTERS		69

DIVIDENDS		69

CAPITALISATION OF PROFITS AND RESERVES		74

RECORD DATES		76

ACCOUNTS		76

COMMUNICATIONS		77

DESTRUCTION OF DOCUMENTS		82

UNTRACED MEMBERS		84

WINDING UP		85

INDEMNITY		86

DISPUTE RESOLUTION		87


CLAUSE		PAGE

1.	Interpretation	2

2.	Investor Exchange	6

3.	EPA Exchange	8

4.	Adjustments to Exchange Rate	10

5.	Transfer Restrictions	11

6.	Restrictions on Exchanges	11

7.	Share Capital	11

8.	Assignment and Other Dealings	12

9.	Entire Agreement; Effective Date	12

10.	Variation and Waiver	13

11.	Costs and Expenses	13

12.	Notices	13

13.	Severance	16

14.	Third Party Rights	16

15.	Further Assurances	16

16.	Counterparts	16

17.	Governing Law and Jurisdiction	16

18.	Tax Treatment	16


EXECUTED and DELIVERED as a DEED for and on behalf of RPI US PARTNERS 2019, LP


Signature of Director/Authorised Signatory


Print Name


EXECUTED and DELIVERED as a DEED for and on behalf of RPI INTERNATIONAL HOLDINGS 2019, LP


Signature of Director/Authorised Signatory


Print Name


EXECUTED and DELIVERED as a DEED for and on behalf of RPI EPA HOLDINGS, LP


Signature of Director/Authorised Signatory


Print Name


Number of RPI International Holdings 2019, LP
LP Interests to be exchanged

Number of RPI US Partners 2019, LP
LP Interests to be exchanged



By: RPI EPA Holdings, LP
in its capacity as general partner of
[RPI International Holdings 2019, LP]/[RPI US Partners 2019,LP]


Party		Address
Pablo Legorreta
Terrance Coyne
Christopher Hite
George Lloyd
James Reddoch
Errol De Souza
William Ford
M. Germano Giuliani
Greg Norden
Rory Riggs


EXECUTED and DELIVERED	)
as a DEED by Royalty Pharma plc	)
acting by	)	Signature
	)
_________________________,	)
a director, in the presence of :

Signature:		Address:
Name:



EXECUTED and DELIVERED	)
as a DEED by [*Name*]	)
		Signature:
in the presence of:

Signature:		Address:
Name:


		Page
ARTICLE I
DEFINED TERMS AND RULES OF CONSTRUCTION

Section 1.1	Defined Terms		1
Section 1.2	Rules of Construction		8

ARTICLE II
PURCHASE AND SALE OF THE PURCHASED ASSETS

Section 2.1	Purchase and Sale		10
Section 2.2	Purchase Price		11
Section 2.3	No Assumed Obligations		12
Section 2.4	Excluded Assets		12

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.1	Organization		12
Section 3.2	No Conflicts		12
Section 3.3	Authorization		13
Section 3.4	Ownership		13
Section 3.5	Governmental and Third Party Authorizations		14
Section 3.6	No Litigation		14
Section 3.7	Solvency		14
Section 3.8	Tax Matters		15
Section 3.9	No Brokers’ Fees		15
Section 3.10	Employee Benefit Matters		15
Section 3.11	Compliance with Laws		15
Section 3.12	Licensed Products		16
Section 3.13	Regulatory Approval		16
Section 3.14	Counterparty Agreement		17
Section 3.15	First Agreement and Second Agreement		19
Section 3.16	UCC Matters		20
Section 3.17	Margin Stock		20
Section 3.18	Investment Company Act		20

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1	Organization		20
Section 4.2	No Conflicts		21
Section 4.3	Authorization		21
Section 4.4	Governmental and Third Party Authorizations		21
Section 4.5	No Litigation		21


Section 4.6	Access to Information	22
Section 4.7	No Competitor	22
Section 4.8	UCC Matters	22

ARTICLE V
COVENANTS

Section 5.1	Books and Records; Notices	22
Section 5.2	Public Announcement	24
Section 5.3	Best Efforts; Further Assurances	24
Section 5.4	Payments on Account of the Purchased Assets	25
Section 5.5	Counterparty Agreement	26
Section 5.6	Mergers, Consolidations and Asset Sales Involving Counterparty	29
Section 5.7	Tax Matters	29
Section 5.8	Existence	30
Section 5.9	Audits	30
Section 5.10	Confidentiality	30
Section 5.11	Deposit Account	30

ARTICLE VI
THE CLOSING

Section 6.1	Closing	31
Section 6.2	Closing Deliverables of the Seller	31
Section 6.3	Closing Deliverables of the Purchaser	32

ARTICLE VII
INDEMNIFICATION

Section 7.1	Indemnification by the Seller	32
Section 7.2	Indemnification by the Purchaser	33
Section 7.3	Procedures	34
Section 7.4	Exclusive Remedy	35

ARTICLE VIII
MISCELLANEOUS

Section 8.1	Termination; Survival	35
Section 8.2	Specific Performance	36
Section 8.3	Notices	36
Section 8.4	Successors and Assigns	37
Section 8.5	Independent Nature of Relationship	38
Section 8.6	Entire Agreement	38
Section 8.7	Governing Law	38
Section 8.8	Waiver of Jury Trial	39
Section 8.9	Severability	39
Section 8.10	Counterparts	39
Section 8.11	Amendments; No Waivers	40
Section 8.12	Offsets	40
Section 8.13	Table of Contents and Headings	40
Section 8.14	Trustee Capacity of Wilmington Trust Company	40


Exhibit A		Form of Bill of Sale
Exhibit B		Form of Counterparty Instruction
Exhibit C		Form of Opinion of Special Counsel to the Seller
Exhibit D		Counterparty Agreement
Exhibit E		First Agreement
Exhibit F		Second Agreement


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CYSTIC FIBROSIS FOUNDATION THERAPEUTICS, INC.

By:		/s/ Robert J. Beall
		Name: Robert J. Beall, PhD
		Title: President and CEO

RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee

By:		/s/ Yvette L. Howell
		Name: Yvette L. Howell
		Title: Assistant Vice President


RPI Finance Trust By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee		Cystic Fibrosis Therapeutics, Inc.

By:	/s/ Eric A. Kardash	By:	/s/ P.W. Campbell
Name:	Eric A. Kardash	Name:	P.W. Campbell
Title:	Assistant Vice President	Title:	President & CEO