Innoviva, Inc. (INVA): M&A transaction — Innoviva completes sale of 15% stake in Theravance Respiratory to Royalty Pharma for $281.9M upfront

Innoviva, Inc.

Sold 750 Class A and 750 Class C Units (15% ownership) of TRC to Royalty Pharma Investments for $281.9M upfront.
Upfront cash: $277.5M for equity plus $4.4M distribution of TRC cash.
Eligible for $50M contingent sales-based milestone payment from buyer.
Sale closed July 20, 2022; pro forma financials reflect disposition as if effective Jan 1, 2021.
Pro forma condensed consolidated statements for six months ended June 30, 2022 and FY 2021 filed.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Innoviva, Inc. completed a disposition involving Royalty Pharma Investments 2019 ICAV for an upfront cash payment of $281.9 million and a $50 million contingent sales-based milestone payment (closed 2022-07-20).

Action: disposition
Counterparty: Royalty Pharma Investments 2019 ICAV
Consideration: an upfront cash payment of $281.9 million and a $50 million contingent sales-based milestone payment
Closing: 2022-07-20

Exact text from the filing

On July 20, 2022, Innoviva TRC Holdings LLC (the “Seller”), a Delaware limited liability company and wholly-owned subsidiary of Innoviva, Inc. (the “Company”), completed the sale (the “Sale”) contemplated by the Equity Purchase Agreement (the “Purchase Agreement”) dated July 13, 2022, by and among the Company, the Seller and Royalty Pharma Investments 2019 ICAV (the “Buyer”), pursuant to which Seller agreed to sell its 750 Class A Units and 750 Class C Units of Theravance Respiratory Company, LLC (“TRC”) (the “Seller Equity”), representing all of the Seller’s 15% ownership in TRC, to the Buyer for an upfront cash payment of $281.9 million and a $50 million contingent sales-based milestone payment, on the terms and conditions set forth in the Purchase Agreement.

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Source: SEC EDGAR

accession 0001104659-22-112462

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