April 10, 2020
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re: Royalty Pharma plc
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 27, 2020
CIK No. 0001802768
Dear Mr. Legorreta:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our [Month day,
year] letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
If we were determined to be an investment company under the U.S. Investment
Company Act of
1940, page 34
1. With reference to prior comment 28, please provide us with a legal
analysis of the impact
of the company's intent to be treated as a PFIC on the company's status
under the
Investment Company Act.
Pablo Legorreta
FirstName LastNamePablo Legorreta
Royalty Pharma plc
Comapany NameRoyalty Pharma plc
April 10, 2020
Page 10,
April 2 2020 Page 2
FirstName LastName
2. We refer to your disclosure in the last sentence on page 34 indicating
that your
subsidiaries that are so engaged rely on Section 3(c)(5)(A) of the
U.S. Investment
Company Act, which, "as interpreted by the SEC staff, requires each
such subsidiary to
invest" at least 55% of its assets in notes, drafts, acceptances, open
accounts receivable,
and other obligations representing part or all of the sales price of
merchandise, insurance,
and services. In order to conform with the staff's position, please
revise this statement to
clarify that "according to certain SEC staff interpretations," this
provision "generally may
be available to an issuer who invests" at least 55% of its assets in
notes, drafts,
acceptances, open accounts receivable, and other obligations
representing part or all of the
sales price of merchandise, insurance, and services. Please make any
additional changes
that would be required in order to conform to this characterization of
the staff's position.
Ibrance, page 138
3. Please further revise your disclosure in response to prior comment 27
to disclose a royalty
rate range for Ibrance and for PT027.
Director and Executive Compensation, page 152
4. Although we note you have disclosed on page 152 the Operating and
Personnel Payments
incurred during the year ended December 31, 2019, our prior comment 31
requested
analysis explaining why you do not include Regulation S-K Item 402
disclosure for fiscal
2019. This would include an analysis of whether all plan and non-plan
compensation
awarded to, earned by, or paid to the named executive officers
designated under paragraph
(a)(3) of Item 402, and directors covered by paragraph (k) of Item
402, by any person for
all services rendered in all capacities to the registrant and its
subsidiaries, unless otherwise
specifically excluded from disclosure in Item 402, should be
disclosed. Please update us
with your analysis in that regard and update your disclosure as
appropriate. Please also
provide us with additional analysis on your position as to whether
such Item 402
disclosure would be required in filings for future periods.
Security Ownership of Certain Beneficial Owners and Management, page 161
5. Please revise to identify the natural persons with voting and/or
dispositive control of the
shares held by all entities listed in your tables on page 162.
Capital Structure, page 164
6. Please disclose the purpose of the Class R redeemable shares and
disclose whether those
shares will be redeemable at nominal value or otherwise.
Signatures, page II-4
7. Please refer to Instruction 1 to Signatures to Form S-1 and include
the signature of your
authorized representative in the United States, or advise.
Pablo Legorreta
Royalty Pharma plc
April 10, 2020
Page 3
You may contact Christine Torney at (202) 551-3652 or Angela Connell at
(202) 551-
3426 if you have questions regarding comments on the financial statements and
related matters.
Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202)
551-6262 with any
other questions.
Sincerely,
FirstName LastNamePablo Legorreta
Division of
Corporation Finance
Comapany NameRoyalty Pharma plc
Office of Life
Sciences
April 10, 2020 Page 3
cc: Marcel Fausten, Esq.
FirstName LastName