UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 31, 2024, Royalty Pharma plc (the “Company”) entered into an amended Exchange Agreement among the Company, Royalty Pharma Holdings Limited (“RP Holdings”), RPI US Partners 2019, LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Holdings, LP and RPI EPA Vehicle LLC (the “Exchange Agreement”) in connection with a restructuring of RPI EPA Holdings, LP (the “Restructuring”). The foregoing description of the Exchange Agreement is qualified in all respects by reference to the complete text of such document filed herewith as Exhibit 10.1, and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Entry into a Material Definitive Agreement. |
On December 31, 2024, the articles of association of RP Holdings (the “Articles”) were amended and restated in their entirety in connection with the Restructuring. The foregoing description of such Articles is qualified in all respects by reference to the complete text of such document filed herewith as Exhibit 3.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 3.1 | Articles of Association of RP Holdings | |
| 10.1 | Exchange Agreement dated December 31, 2024, among the Company, RP Holdings, RPI US Partners 2019, LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Holdings, LP and RPI EPA Vehicle LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROYALTY PHARMA PLC | ||||||
| Date: December 31, 2024 | By: | /s/ Terrance Coyne | ||||
| Terrance Coyne | ||||||
| Chief Financial Officer | ||||||