SEC Form SC 13D/A filed by Royalty Pharma plc (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Juan Francisco Mendez, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G7709Q104

 

CUSIP No. G7709Q104

CUSIP No. G7709Q104

 

CUSIP No. G7709Q104

CUSIP No. G7709Q104

 

CUSIP No. G7709Q104

CUSIP No. G7709Q104

CUSIP No. G7709Q104

(1) The number of shares referenced herein include (i) 22,390,000 Class A Shares directly held by MGG Strategic SICAF SIF S.A. – MGG Strategic, a sub-fund of MGG Strategic SICAF SIF S.A., which is owned by the MGG Trust, for which GISEV Trustees Limited is the trustee; and (ii) 21,426,170 Class A Shares directly held by GG 1978 SICAF SIF S.A. – GG Strategic, a sub-fund of GG 1978 SICAF SIF S.A., which is owned by the GG Trust, for which GISEV Trustees Limited is the trustee.

CUSIP No. G7709Q104

(1) The number of shares referenced herein include (i) 22,390,000 Class A Shares directly held by MGG Strategic SICAF SIF S.A. – MGG Strategic, a sub-fund of MGG Strategic SICAF SIF S.A., which is owned by the MGG Trust, for which Achille G. Severgnini is the protector; and (ii) 21,426,170 Class A Shares directly held by GG 1978 SICAF SIF S.A. – GG Strategic, a sub-fund of GG 1978 SICAF SIF S.A., which is owned by the GG Trust, for which Achille G. Severgnini is the protector.

Explanatory Note

This Amendment No. 3 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 5, 2022, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 11, 2022 (as amended, the “Schedule 13D”) with respect to the Class A Ordinary Shares, par value $0.0001 per share (“Class A Shares”) of Royalty Pharma plc, a company formed under the jurisdictions of England and Wales (the “Issuer”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

On September 29, 2022, GG Strategic entered into a 10b5-1 sales plan (the “GG 10b5-1 Plan”) pursuant to which, over a period from November 14, 2022 through March 31, 2023 or an earlier date at which all Class A Shares under the GG 10b5-1 Plan have been sold, GG Strategic may sell up to 1,000,000 Class A Shares subject to certain pricing limits and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended.  The amount and timing of any sales, if any, may vary and will be determined based on market conditions, share price and other factors. The program will not require GG Strategic to sell any specific number of shares of Class A Shares or at all, and may be modified, suspended or terminated at any time without notice.

On September 29, 2022, MGG Strategic entered into a 10b5-1 sales plan (the “MGG 10b5-1 Plan”) pursuant to which, over a period from November 14, 2022 through March 31, 2023 or an earlier date at which all Class A Shares under the MGG 10b5-1 Plan have been sold, MGG Strategic may sell up to 1,000,000 Class A Shares subject to certain pricing limits and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended.  The amount and timing of any sales, if any, may vary and will be determined based on market conditions, share price and other factors. The program will not require MGG Strategic to sell any specific number of shares of Class A Shares or at all, and may be modified, suspended or terminated at any time without notice.

 The foregoing descriptions of each of the GG 10b5-1 Plan and the MGG 10b5-1 Plan is qualified in its entirety by reference to each of the GG 10b5-1 Plan and the MGG 10b5-1 Plan, filed as Exhibit F and Exhibit G respectively, to this Schedule 13D and incorporated by reference herein.

Item 5(a) – (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 437,139,178 Class A Shares outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 4, 2022.

The aggregate number and percentage of shares of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof: (a) Skyeline directly holds 8,077,140 Class A Shares, (b) Avara directly holds 3,477,520 Class A Shares, (c) MGG Strategic directly holds 22,390,000 Class A Shares, (d) GG Strategic directly holds 21,426,170 Class A Shares, and (e) the spouse of M. Germano Giuliani directly holds 50,000 Class A Shares over which Mr. Giuliani may be deemed to have shared beneficial ownership.

Collectively, the Reporting Persons may be deemed to beneficially own an aggregate of 55,420,830 Class A Shares, representing beneficial ownership over 12.7% of the outstanding Class A Shares.

Skyeline is wholly-owned by Avara. Avara is wholly-owned by M. Germano Giuliani.

MGG Strategic is a sub-fund managed and administered by MGG SICAF. A board of directors consisting of M. Germano Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by MGG SICAF. Each member of the board disclaims beneficial ownership over such shares. MGG SICAF is owned by the

MGG Trust of which M. Germano Giuliani is the beneficiary. The MGG Trust is the 100% economic owner of the shares held by MGG Strategic.

GG Strategic is a sub-fund managed and administered by GG 1978 SICAF. A board of directors consisting of Giammaria Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by GG 1978 SICAF. Each member of the board disclaims beneficial ownership over such shares. GG 1978 SICAF is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary (together with the MGG Trust, the “Trusts”). The GG Trust is the 100% economic owner of the shares held by GG Strategic. Each of M. Germano Giuliani and Giammaria Giuliani disclaim beneficial ownership over the shares beneficially owned by MGG Strategic and GG Strategic.

The trustee of each of the Trusts is GISEV Trustees. The protector of each of the Trusts is Achille G. Severgnini, who has the power to remove and replace the trustee of each the Trusts.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”

(c) Information with respect to transactions in the Class A Shares that were effected since the Schedule 13D last filed with the SEC by the Reporting Persons are set forth below, all of which were sales effected in the open market.

*The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information provided or incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference herein.

MGG Strategic Facility Agreement

On September 20, 2022, MGG SICAF, acting solely in respect of its sub-fund MGG Strategic, entered into a deed of amendment and restatement relating to the MGG Facility Agreement, pursuant to which MGG Strategic increased its pledge of Class A Shares as collateral to secure its obligations under the MGG Facility Agreement to an aggregate of 17,880,000 Class A Shares  The maximum amount available for MGG Strategic under the Facility Agreement was also increased to $75 million in respect of the committed facility under the MGG Facility Agreement, and $75 million in respect of the uncommitted facility under the MGG Facility Agreement. The maturity date in respect of the committed facility under the MGG Facility Agreement is September 20, 2024, and in respect of the uncommitted facility under the MGG Facility Agreement is September 20, 2023, with the possibility of extension thereof in accordance with the terms of the MGG Facility Agreement.  Upon the occurrence of certain events that are customary for this type of facility, the lender may exercise its rights to require MGG Strategic to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the pledged securities in accordance with the MGG Facility Documents.

Uncommitted and On Demand Credit Facility Agreement

Skyeline amended its Facility Documents with J.P. Morgan SE, as lender, to lower the number of pledged Class A Shares used as collateral to secure its obligations under the Facility Agreement to 8,077,140 Class A Shares.  The maximum amount available for Skyeline to borrow under the Facility Agreement remains $50 million.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

---