--- title: "Royalty Pharma completes acquisition of RP LLC for $200,000,000 cash" url: "https://aibio.space/news/royalty-pharma-completes-acquisition-rp-llc-200-000-000-cash-24-530/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-19" section: "Mergers" tickers: "NASDAQ:RPRX" source: "https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_8k.htm" summary: "Royalty Pharma Holdings Ltd also assumed a $380 million term loan facility. The 8-K reports a loan amendment with Bank of America, N.A., an exchange agreem" --- By the aibio.space news desk. Sources - [Royalty Pharma plc Form 8-K filed May 19, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_8k.htm) - [Royalty Pharma plc exhibit dp228958_ex1001.htm to the May 19, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_ex1001.htm) [RPRX](https://aibio.space/companies/royalty-pharma/) 2025-05-19 # Royalty Pharma completes acquisition of RP LLC for $200,000,000 cash and 24,530,266 Class E shares Tickers [RPRX](https://aibio.space/companies/royalty-pharma/) Royalty Pharma Holdings Ltd also assumed a $380 million term loan facility. The 8-K reports a loan amendment with Bank of America, N.A., an exchange agreement and amended articles of association. ## Key facts - **Company**: Royalty Pharma plc (NASDAQ: RPRX) - **News type**: Mergers - **Primary source**: [Royalty Pharma plc Form 8-K filed May 19, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_8k.htm) *Traders on the NYSE floor, 1963. Photo: Thomas J. O'Halloran, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.* Royalty Pharma plc (Nasdaq: [RPRX](https://aibio.space/companies/royalty-pharma/)) said its subsidiary, Royalty Pharma Holdings Ltd., which the filing calls RPH, completed its purchase of all equity interests in RP LLC from a group of sellers. The transaction closed May 16, 2025. The company reported it in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_8k.htm) filed May 19, 2025. The filing describes the deal as previously announced, and it is paid partly in shares that the sellers can convert into Royalty Pharma's Class A stock, so the share count matters. ## What the sellers received Under a membership interests purchase agreement dated January 10, 2025, and amended April 11, 2025, the sellers received $200,000,000 in cash. That figure is reduced by the management fee payments made in calendar year 2025 to RP Management and RP LLC and their subsidiaries from January 1, 2025 through May 16, 2025, and it is subject to customary adjustments. The rest of the consideration was 24,530,266 non-voting Class E ordinary shares of RPH, which the filing calls the Share Consideration. The sellers also subscribed for Class B ordinary shares of Royalty Pharma plc equal in number to the Class E shares they received, at the nominal value of $0.000001 each. RPH also assumed the $380 million term loan facility of RP Management and all debt under it. Recipients of the Share Consideration are parties to an amended and restated exchange agreement. They can exchange their Class E shares, after any redesignation into Class B shares, for Royalty Pharma's Class A ordinary shares on a one-for-one basis. Any such exchange would add to the Class A shares outstanding. ## Vesting, the loan and executive terms The filing says Pablo Legorreta's Share Consideration vests on a straight-line basis over five years. He forfeits unvested shares if he resigns or stops having a business relationship with the group during that period, is terminated for cause, or breaches restrictive covenants. Shares received by other RP Management executives vest straight-line over ten years, beginning in 2024, and are forfeited if their employment ends for any reason, subject to exceptions. Five executives, Legorreta, Terrance Coyne, Christopher Hite, George Lloyd and Marshall Urist, signed offer letters with Royalty Pharma, LLC. Each provides continued base salary for one year if the officer is terminated without cause or resigns for good reason, subject to a release of claims and continued compliance with restrictive covenants. The loan side was reorganized the same day. Bank of America, N.A. provided a term loan of up to $380,000,000 under a loan agreement dated December 11, 2023. The attached amendment sets repayment of all principal and interest on July 31, 2027, with interest at Daily SOFR or Term SOFR plus 1.6 percentage points, as the borrower elects. A joinder, release and first amendment dated as of May 16, 2025 released RP Management as a borrower and joined RPH and RP LLC as borrowers. Entity guarantors Legorreta Investments, LLC and Legorreta Investments II LLC, and Legorreta as individual guarantor, confirmed their continuing obligations. The bank also terminated its security agreement and released its liens on the released borrower's assets. ## The business behind the deal The company's annual report on Form 10-K, filed February 12, 2025, describes Royalty Pharma as the largest buyer of biopharmaceutical royalties. It says the company deployed $2.8 billion of cash in 2024 to acquire royalties, milestones and other contractual receipts, a figure that includes payments for deals made in earlier years. Its royalty portfolio covers more than 35 commercial products, including Trikafta, Tysabri, Spinraza, Imbruvica and Trodelvy, plus 14 development-stage product candidates. The model pays Royalty Pharma when other companies sell those drugs, so its income depends on the sales of products it does not make. The 10-K says the company buys royalties on approved products and on candidates with strong proof of concept data, which the company says mitigates development risk. The 8-K gives no fresh financial results for the company. The 24,530,266 Class E shares can become Class A stock on a one-for-one basis, and the executive awards vest over five to ten years. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story RPRX Royalty Pharma plc NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/royalty-pharma-completes-acquisition-rp-llc-200-000-000-cash-24-530/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Royalty Pharma completes acquisition of RP LLC for $200,000,000 cash", 2025-05-19, https://aibio.space/news/royalty-pharma-completes-acquisition-rp-llc-200-000-000-cash-24-530/