Filed Pursuant to Rule 433
Registration Statement No. 333-279905
Issuer Free Writing Prospectus dated June 3, 2024
Relating to Preliminary Prospectus Supplement dated June 3, 2024
ROYALTY PHARMA PLC
PRICING TERM SHEET
June 3, 2024
Terms applicable to
$500,000,000 5.150% Senior Notes due 2029 (the “2029 Notes”)
| Issuer: | Royalty Pharma plc | |
| Guarantor: | The 2029 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd | |
| Expected Ratings:* | ||
| (Moody’s / S&P / Fitch) | Baa3 / BBB- / BBB- | |
| Title of Securities: | 5.150% Senior Notes due 2029 | |
| Principal Amount Offered: | $500,000,000 | |
| Trade Date: | June 3, 2024 | |
| Settlement Date:** | June 10, 2024 (T+5) | |
| Final Maturity Date: | September 2, 2029 | |
| Interest Payment Dates: | Semi-annually each March 2 and September 2, commencing March 2, 2025 | |
| Benchmark Treasury: | 4.500% due May 31, 2029 | |
| Benchmark Treasury Price / Yield: | 100-11 1⁄4 / 4.421% | |
| Spread to Benchmark Treasury: | T+100 bps | |
| Yield to Maturity: | 5.421% | |
| Coupon: | 5.150% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Public Offering Price: | 98.758% of the principal amount | |
| Gross Proceeds: | $493,790,000 | |
| Make-Whole Call: | Prior to August 2, 2029 (one month prior to the final maturity date), Make-Whole call at Treasury plus 15 basis points | |
| Par Call: | On or after August 2, 2029 (one month prior to the final maturity date) | |
| Joint Book-Running Managers: | BofA Securities, Inc. | |
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| Morgan Stanley & Co. LLC | ||
| TD Securities (USA) LLC | ||
| Co-Managers: | DNB Markets, Inc. | |
| SG Americas Securities, LLC | ||
| SMBC Nikko Securities America, Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| Academy Securities, Inc. | ||
| AmeriVet Securities, Inc. | ||
| Blaylock Van, LLC | ||
| Cabrera Capital Markets LLC | ||
| Drexel Hamilton, LLC | ||
| R. Seelaus & Co., LLC | ||
| Samuel A. Ramirez & Company, Inc. | ||
| Siebert Williams Shank & Co., LLC | ||
| Tigress Financial Partners LLC | ||
| CUSIP / ISIN: | 78081B AQ6 / US78081BAQ68 | |
Terms applicable to
$500,000,000 5.400% Senior Notes due 2034 (the “2034 Notes”)
| Issuer: | Royalty Pharma plc | |
| Guarantor: | The 2034 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd | |
| Expected Ratings:* | ||
| (Moody’s / S&P / Fitch) | Baa3 / BBB- / BBB- | |
| Title of Securities: | 5.400% Senior Notes due 2034 | |
| Principal Amount Offered: | $500,000,000 | |
| Trade Date: | June 3, 2024 | |
| Settlement Date:** | June 10, 2024 (T+5) | |
| Final Maturity Date: | September 2, 2034 | |
| Interest Payment Dates: | Semi-annually each March 2 and September 2, commencing March 2, 2025 | |
| Benchmark Treasury: | 4.375% due May 15, 2034 | |
| Benchmark Treasury Price / Yield: | 99-24+ / 4.404% | |
| Spread to Benchmark Treasury: | T+127 bps | |
| Yield to Maturity: | 5.674% | |
| Coupon: | 5.400% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Public Offering Price: | 97.872% of the principal amount | |
| Gross Proceeds: | $489,360,000 | |
| Make-Whole Call: | Prior to June 2, 2034 (three months prior to the final maturity date), Make-Whole call at Treasury plus 20 basis points | |
| Par Call: | On or after June 2, 2034 (three months prior to the final maturity date) | |
| Joint Book-Running Managers: | BofA Securities, Inc. | |
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| Morgan Stanley & Co. LLC | ||
| TD Securities (USA) LLC | ||
| Co-Managers: | DNB Markets, Inc. | |
| SG Americas Securities, LLC | ||
| SMBC Nikko Securities America, Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| Academy Securities, Inc. | ||
| AmeriVet Securities, Inc. | ||
| Blaylock Van, LLC | ||
| Cabrera Capital Markets LLC | ||
| Drexel Hamilton, LLC | ||
| R. Seelaus & Co., LLC | ||
| Samuel A. Ramirez & Company, Inc. | ||
| Siebert Williams Shank & Co., LLC | ||
| Tigress Financial Partners LLC | ||
| CUSIP / ISIN: | 78081B AR4 / US78081BAR42 | |
Terms applicable to
$500,000,000 5.900% Senior Notes due 2054 (the “2054 Notes”)
| Issuer: | Royalty Pharma plc | |
| Guarantor: | The 2054 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd | |
| Expected Ratings:* | ||
| (Moody’s / S&P / Fitch) | Baa3 / BBB- / BBB- | |
| Title of Securities: | 5.900% Senior Notes due 2054 | |
| Principal Amount Offered: | $500,000,000 | |
| Trade Date: | June 3, 2024 | |
| Settlement Date:** | June 10, 2024 (T+5) | |
| Final Maturity Date: | September 2, 2054 | |
| Interest Payment Dates: | Semi-annually each March 2 and September 2, commencing March 2, 2025 | |
| Benchmark Treasury: | 4.250% due February 15, 2054 | |
| Benchmark Treasury Price / Yield: | 95-04 / 4.551% | |
| Spread to Benchmark Treasury: | T+152 bps | |
| Yield to Maturity: | 6.071% | |
| Coupon: | 5.900% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Public Offering Price: | 97.617% of the principal amount | |
| Gross Proceeds: | $488,085,000 | |
| Make-Whole Call: | Prior to March 2, 2054 (six months prior to the final maturity date), Make-Whole call at Treasury plus 25 basis points | |
| Par Call: | On or after March 2, 2054 (six months prior to the final maturity date) | |
| Joint Book-Running Managers: | BofA Securities, Inc. | |
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| Morgan Stanley & Co. LLC | ||
| TD Securities (USA) LLC | ||
| Co-Managers: | DNB Markets, Inc. | |
| SG Americas Securities, LLC | ||
| SMBC Nikko Securities America, Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| Academy Securities, Inc. | ||
| AmeriVet Securities, Inc. | ||
| Blaylock Van, LLC | ||
| Cabrera Capital Markets LLC | ||
| Drexel Hamilton, LLC | ||
| R. Seelaus & Co., LLC | ||
| Samuel A. Ramirez & Company, Inc. | ||
| Siebert Williams Shank & Co., LLC | ||
| Tigress Financial Partners LLC | ||
| CUSIP / ISIN: | 78081B AS2 / US78081BAS25 | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | We expect that delivery of the Notes will be made to investors on or about June 10, 2024, which will be the fifth business day following the date of this pricing term sheet (such settlement being referred to as ‘‘T+5’’). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades of securities in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the Notes prior to the first business day preceding the settlement date will be required to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the first business day preceding the settlement date should consult their own advisors. |
The issuer has filed a registration statement (including a prospectus dated June 3, 2024) and a preliminary prospectus supplement dated June 3, 2024 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; J.P. Morgan Securities LLC collect at 212-834-4533; Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; or TD Securities (USA) LLC toll-free at 855-495-9846.
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