Royalty Pharma SC 13D/A Amendment Filed

TL;DR

Royalty Pharma ownership group filed 13D/A amendment 4. Watch for potential moves.

AI Summary

On July 29, 2024, Royalty Pharma plc filed an amendment (No. 4) to its Schedule 13D. The filing indicates changes in beneficial ownership by a group including AVARA MANAGEMENT LTD, GG 1978 SICAF SIF S.A., and others, with Achille G. Severgnini listed as a filer. The filing pertains to Class A Ordinary Shares of Royalty Pharma plc.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Royalty Pharma plc, which could impact its stock price and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in beneficial ownership, which can precede activist campaigns or strategic shifts, introducing uncertainty.

Key Players & Entities

• Royalty Pharma plc (company) — Subject Company
• AVARA MANAGEMENT LTD (company) — Group Member
• GG 1978 SICAF SIF S.A. (company) — Group Member
• Achille G. Severgnini (person) — Filer
• Juan Francisco Mendez, Esq. (person) — Authorized Person
• Simpson Thacher & Bartlett LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — the Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares") of Royalty
• $75 million — the Facility Agreement was confirmed in $75 million in respect of the committed facility un
• $50 million — ow under the Facility Agreement remains $50 million. GG 1978 Facility Agreement On July
• $100 million — the Facility Agreement was increased to $100 million and the facility was confirmed to be un

Filing Documents

• ef20033119_sc13da.htm (SC 13D/A) — 342KB
• ef20033119_ex99-i.htm (EX-99.I) — 25KB
• 0001140361-24-034683.txt ( ) — 369KB

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

Item 4 of the Schedule 13D is hereby amended and supplemented with the following: Effective as of the Issuer's 2024 annual meeting of its stockholders on June 6, 2024, Mr. M. Germano Giuliani no longer serves as a member of the Board. Effective as of July 9, 2024, GISEV Trustees has resigned as the trustee for each of the Trusts and R & H Trust Co. (Guernsey) Limited became the trustee of each of the Trusts. 12 Item 5. Interest in Securities of the Issuer

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

Item 5(a) – (c) and (e) 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 450,981,030 Class A Shares outstanding as of May 3, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 9, 2024. 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 7,795,072 Class A Shares, (b) Avara directly holds 2,477,520 Class A Shares, (c) MGG Strategic directly holds 22,225,000 Class A Shares, (d) GG Strategic directly holds 19,426,170 Class A Shares, (e) Mr. Giuliani directly holds 7,747 Class A Shares and (f) 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 51,981,509 Class A Shares, representing beneficial ownership over 11.5% 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 T

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

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 July 29, 2024, 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 17,367,141 Class A Shares. The maximum amount available for MGG Strategic under the Facility Agreement was confirmed in $75 million in respect of the committed facility under the MGG Facility Agreement, and increased to $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 August 10, 2026, and in respect of the uncommitted facility under the MGG Facility Agreement is August 10, 2025, 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. Skyeline's 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 4,795,072 Class A Shares. The maximum amount available for Skyeline to borrow under the Facility Agreement remains $50 million. GG 1978 Facility Agreement On July 29, 2024, GG 1978, acting solely in respect of its sub-fund GG Strategic, entered into a d

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

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit No. Description Exhibit I Joint Filing Agreement 15 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. Dated: July 29, 2024 MARIO GERMANO GIULIANI By: /s/ Achille G. Severgnini, Attorney-in-Fact SKYELINE MANAGEMENT LTD By: GISEV (Suisse) SA, Corporate Director to GS Corporate Ltd., which is corporate director to Skyeline Management Ltd. By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director of GISEV (Suisse) SA AVARA MANAGEMENT LTD By: GISEV (Suisse) SA, Corporate Director to GS Corporate Ltd., which is corporate director to Avara Management Ltd. By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director of GISEV (Suisse) SA MGG STRATEGIC SICAF SIF S.A. – MGG Strategic By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director MGG STRATEGIC SICAF SIF S.A. By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director GG 1978 SICAF SIF S.A. – GG STRATEGIC By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director GG 1978 SICAF SIF S.A. By: /s/ Achille G. Severgnini Name: Achille G. Severgnini Title: Director GISEV TRUSTEES LIMITED By: /s/ Karen Higgins Name: Karen Higgins Title: Director By: /s/ Alison Wyser Name: Alison Wyser Title: Director R & H TRUST CO. (GUERNSEY) LIMITED By: /s/ Karen Higgins Name: Karen Higgins Title: Director By: /s/ Alison Wyser Name: Alison Wyser Title: Director ACHILLE G. SEVERGNINI /s/ Achille G. Severgnini SCHEDULE I Skyeline Management Ltd Name of Director Principal Business Address Principal Occupation Citizenship GS Corporate Ltd. (corporate director) Via Nassa 11, 6900 Lugano, Switzerland Company provides corporate services British Virgin Island

View Full Filing

View this SC 13D/A filing on SEC EDGAR