United States securities and exchange commission logo
November 27, 2023
Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022
Re: Royalty Pharma plc
Form 10-K for the
period ended December 31, 2022
Filed February 15,
2023
File No. 001-39329
Dear Terrance Coyne:
We have reviewed your
filing and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the period ended December 31, 2022
Non-GAAP Financial Results, page 68
1. We continue to have
concerns about your current presentation of Adjusted EBITDA. With
regards to compliance
with your credit agreement, you may disclose Adjusted EBITDA
based on the
calculation provided in your response to comment one in your letter dated
September 19, 2023,
which uses the same terminology used in the credit agreement and is
calculated to reflect
its definition in the credit agreement. Refer to question 102.09 of the
non-GAAP Compliance and
Disclosure Interpretations.
2. As noted in prior
comment two, your presentation of Adjusted Cash Receipts as a non-
GAAP measure appears to
include certain adjustments that are prohibited by Item
10(e)(1)(ii)(A) of
Regulation S-K. Please revise to remove your disclosure of Adjusted
Cash Receipts as a
non-GAAP measure.
3. We have reviewed your
response to prior comment two regarding the non-GAAP measure
Adjusted Cash Flow. As
the basis used to determine what amounts are included in and
excluded from Adjusted
Cash Flow remains unclear, please provide us with additional
Terrance Coyne
Royalty Pharma plc
November 27, 2023
Page 2
information explaining the manner in which this measure is calculated.
In addition, further
explain why this measure provides useful information to investors,
including as compared
to other disclosed amounts such as Net Cash Provided by Operating
Activities.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameTerrance Coyne Sincerely,
Comapany NameRoyalty Pharma plc
Division of
Corporation Finance
November 27, 2023 Page 2 Office of Life
Sciences
FirstName LastName