CORRESP 1 filename1.htm CORRESP

October 13, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:

Mr. Alan Campbell

 

Re:

Royalty Pharma plc

Registration Statement on Form S-1

Acceleration Request

Requested Date: October 15, 2020

Requested Time: 4:00 PM, Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters, hereby join Royalty Pharma plc in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-249454) (the “Registration Statement”) to become effective on October 15, 2020, at 4:00 PM, Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]


Very truly yours,

J.P. MORGAN SECURITIES LLC

By:

 

/s/ Alejandra Fernandez

 

 

Name:

 

Alejandra Fernandez

Title:

 

Executive Director

MORGAN STANLEY & CO. LLC

By:

 

/s/ Kalli Dircks

 

 

Name:

 

Kalli Dircks

Title:

 

Executive Director

BOFA SECURITIES, INC.

By:

 

/s/ Greg Butz

 

 

Name:

 

Greg Butz

Title:

 

Managing Director

GOLDMAN SACHS & CO. LLC

By:

 

/s/ Elizabeth Reed

 

 

Name:

 

Elizabeth Reed

Title:

 

Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

 

/s/ James Nicholson

 

 

Name:

 

James Nicholson

Title:

 

Director

 

cc:

Pablo Legorreta, Royalty Phama plc

Arthur R. McGivern, Goodwin Procter LLP

Edwin M. O’Connor, Goodwin Procter LLP

Benjamin K. Marsh, Goodwin Procter LLP

Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

[Signature Page to Acceleration Request]