Transactional
Royalty Finance
Gibson Dunn is a leader in royalty finance, including royalty monetizations and synthetic royalty financing transactions.
Overview
With extensive experience in the royalty finance space, our interdisciplinary team brings together expertise in M&A, finance, licensing, intellectual property, regulatory, and tax to create a comprehensive solution for clients looking to leverage their royalty entitlements or invest in royalty-based financings.
We have successfully represented buyers/investors and sellers/borrowers across a wide swath of industries including life sciences, oil and gas, and media, entertainment, and technology, providing a broad perspective and market-leading insights. We understand the legal, technical and market nuance of these deals and have the commercial approach that can be critical to an efficient and successful royalty finance transaction.
Specifically, the group has been recognized in the life sciences industry for its creativity and ability to solve business and legal challenges. Regarded as leaders in the life sciences space, we have advised clients on royalty finance transactions with an aggregate value in excess of $10 billion and have represented clients in over 25% of the royalty finance transactions completed by the top biopharma royalty funds over the last five years*. The team did the first ever “true sale” in a synthetic royalty financing consummated by Royalty Pharma and true sale synthetic royalty financings have since been used many times by other royalty funds. The group also did the first ever synthetic royalty financing with an equity “rollover” feature, allowing for the conversion of stock into additional royalty interests in the future.
“The Gibson Dunn team is uniquely excellent. They are fantastic lawyers who are extremely commercial - They make my life very easy.”
Chambers USA, client quote
Experience
Recent representations include:
- XOMA Royalty: Advised XOMA Royalty in multiple transactions, including its royalty backed loan from Blue Owl for up to $140 million, to be paid off by XOMA’s rights to certain royalties with respect to Roche’s Vabysmo (faricimab); and its acquisition of Daré Bioscience’s right to receive certain royalty and milestone payments payable by Organon that are associated with XACIATO™ and Dare Bioscience’s synthetic royalties with respect to Ovaprene® and Sildenafil Cream, 3.6%.
- Royalty Pharma: Advised Royalty Pharma, the largest royalty buyout fund globally, in multiple transactions, including the acquisition of Immunext, the developer of a novel multiple sclerosis drug candidate in Phase 3 clinical trials, for approximately $525 million and its clinical funding and acquisition of Teva Pharmaceuticals’ royalty interest in its extended-release injectable suspensions of olanzapine for schizophrenia.
- HealthCare Royalty: Advised Healthcare Royalty in multiple transactions, including its acquisition of Nektar Therapeutics’ royalties on Movantik and Adynovate for $150 million, and the subsequent sale of its interest in Movantik to Grünenthal.
- DRI: Advised DRI in multiple transactions, including its acquisition of Radius Health’s royalty interest in elacestrant for up to $140 million.
- RTW Investments: Advised RTW Investments in its synthetic royalty financing in Allurion’s gastric balloon device and concurrent PIPE investment and its purchase of a synthetic royalty interest in Avadel’s LUMRYZ to support the treatment of cataplexy or excessive daytime sleepiness (EDS) in adults with narcolepsy.
- Arrowhead Pharmaceuticals: Advised Arrowhead Pharmaceuticals in the sale to Royalty Pharma of its royalty interest in Olpasiran at Phase 2 for up to $410 million ($250 million upfront plus $160 million in milestones).
- Sutro Biopharma: Advised Sutro Biopharma in the sale to Blackstone Life Sciences of its royalty interests in Vaxcyte’s products, including VAX-24, for up to $390 million.
- Esperion Therapeutics: Advised Esperion Therapeutics in the sale to OMERS Life Sciences of its royalty interest in Daiichi Sankyo’s sales of bempedoic acid products in Europe for over $300 million.
- BioCryst Pharmaceuticals: Advised BioCryst Pharmaceuticals in multiple synthetic royalty sales to Royalty Pharma and OMERS Capital Markets, with concurrent stock sales and term loans, for total proceeds of $675 million.
Recent representations include:
- Elk Range Royalties: Advised Elk Range Royalties, LP, a portfolio company of NGP, on multiple acquisitions of royalty interests in the Permian Basin and Appalachia
- San Jacinto Minerals: Advised San Jacinto Minerals, a portfolio company of Lime Rock Partners, in a $150 million sale of mineral and royalty interests in the DJ Basin to Sitio Royalties
- Haymaker Minerals & Royalties: Advised H3 Minerals LLC, an affiliate of Haymaker Minerals & Royalties III and portfolio company of Denham Capital, in its acquisition of a large-scale diversified mineral portfolio in Texas, Louisiana, North Dakota, and Montana*
- Freehold Royalties: Advised Freehold Royalties Ltd. in (a) its $100 million acquisition of oil and gas mineral and royalty assets in the Midland Basin and (b) its $180 million acquisition of royalty assets in the Eagle Ford oil basin from private sellers*
- Andros Capital Partners: Advised Andros Capital Partners in its $122 million acquisition of mineral and royalty interests from an undisclosed seller*
- Springbok Energy Partners: Advised Springbok, a portfolio company of NGP, in the sale of mineral and royalty interests to Kimbell Royalty Partners for $175 million*
- Triple Crown Energy: Advised Triple Crown Energy in sales of mineral properties located in the Utica Shale and the STACK play in Oklahoma*
*Matters done prior to lawyer’s arrival at Gibson Dunn