Exhibit 99.2
Offer to Exchange
0.750% Senior Notes due 2023
1.200% Senior Notes due 2025
1.750% Senior Notes due 2027
2.200% Senior Notes due 2030
3.300% Senior Notes due 2040
3.550% Senior Notes due 2050
(Registered under the Securities Act of 1933)
for Any and All Outstanding
0.750% Senior Notes due 2023
(Reg S CUSIP No. G7709Q AA2; 144A CUSIP No. 78081B AA1)
1.200% Senior Notes due 2025
(Reg S CUSIP No. G7709Q AB0; 144A CUSIP No. 78081B AB9)
1.750% Senior Notes due 2027
(Reg S CUSIP No. G7709Q AC8; 144A CUSIP No. 78081B AC7)
2.200% Senior Notes due 2030
(Reg S CUSIP No. G7709Q AD6; 144A CUSIP No. 78081B AD5)
3.300% Senior Notes due 2040
(Reg S CUSIP No. G7709Q AE4; 144A CUSIP No. 78081B AE3)
3.550% Senior Notes due 2050
(Reg S CUSIP No. G7709Q AF1; 144A CUSIP No. 78081B AF0)
of
Royalty Pharma plc
To Registered Holders and The Depository
Trust Company Participants:
Enclosed are the materials listed below relating to the offer by Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”), to exchange its 0.750% Senior Notes due 2023, 1.200% Senior Notes due 2025, 1.750% Senior Notes due 2027, 2.200% Senior Notes due 2030, 3.300% Senior Notes due 2040 and 3.550% Senior Notes due 2050 (collectively, the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 0.750% Senior Notes due 2023, 1.200% Senior Notes due 2025, 1.750% Senior Notes due 2027, 2.200% Senior Notes due 2030, 3.300% Senior Notes due 2040 and 3.550% Senior Notes due 2050, respectively (collectively, the “Old Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus dated , 2021 (which constitutes the “Exchange Offer”).
Enclosed herewith are copies of the following documents:
| 1. | Prospectus dated , 2021; |
| 2. | Notice of Guaranteed Delivery; |
| 3. | Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and |
| 4. | Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer. |
We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on , 2021, unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.
Pursuant to the Prospectus, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for