Attached files
file | filename |
---|---|
EX-23.1 - EX-23.1 - Royalty Pharma plc | d944232dex231.htm |
EX-5.1 - EX-5.1 - Royalty Pharma plc | d944232dex51.htm |
As filed with the Securities and Exchange Commission on June 15, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Royalty Pharma plc
(Exact Name of Registrant as Specified in Its Charter)
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) |
110 East 59th Street
New York, New York 10022
(212) 883-0200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Pablo Legorreta
Chief Executive Officer
110 East 59th Street
New York, New York 10022
(212) 883-0200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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. OConnor, Esq. Benjamin K. Marsh, Esq. Goodwin Procter LLP 620 Eighth Avenue New York, New York 10018 (212) 813-8800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-238632
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Offering Price |
Amount of Registration Fee(2) | ||||
Class A Ordinary Shares, par value $0.0001 per share |
8,833,920 |
$28.00 | $247,349,760 | $32,106.00 | ||||
| ||||||||
|
(1) | Represents only the additional number of Class A ordinary shares being registered, and includes additional Class A ordinary shares that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-238632). |
(2) | Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $2,254,000,000 on the Registration Statement on Form S-1, as amended (File No. 333-238632), which was declared effective by the Securities and Exchange Commission on June 15, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $28.00 are hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the Registrant), is filing this Registration Statement with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-238632) (the Prior Registration Statement), which the Commission declared effective on June 15, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the number of its Class A ordinary shares, par value $0.0001 per share, to be registered for sale by 8,833,920, of which 7,363,540 shares may be sold by the Registrant pursuant to the underwriters option to purchase additional shares and 1,470,380 shares will be sold by the selling shareholders. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
* | Previously filed. |
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the day of 15th day of June 2020.
ROYALTY PHARMA PLC | ||
By: | /s/ George Lloyd | |
Name: | George Lloyd | |
Title: | General Counsel |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title | |
* Pablo Legorreta |
Chairman of the Board, Director & Chief Executive Officer (Principal Executive Officer and Royalty Pharma plcs authorized representative in the United States) | |
* Terrance Coyne |
Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
* |
Director | |
Errol De Souza | ||
* |
Director | |
William Ford | ||
* |
Director | |
Greg Norden | ||
* |
Director | |
M. Germano Giuliani | ||
* |
Director | |
Rory Riggs | ||
* |
Director | |
Bonnie Bassler |
By: | /s/ George Lloyd | |
Name: | George Lloyd | |
Title: | Attorney-in-fact |