SCHEDULE 13D/A: Oaktree Boosts Stake in Indivior PLC to 8.6% and Secures Key Governance Influence

Oaktree Parties have increased their beneficial ownership in Indivior PLC to 8.6% and entered into an Amended and Restated Relationship Agreement, granting them significant influence over the company's board composition and governance.

Summary

• Oaktree Parties, including Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P., Oaktree Capital Management, L.P., Oaktree Fund GP I, L.P., Oaktree Capital Holdings, LLC, and Oaktree Capital Group Holdings GP, LLC, collectively hold 10,715,891 Ordinary Shares of INDIVIOR PLC.
• This aggregate beneficial ownership represents 8.6% of the 124,655,858 Ordinary Shares outstanding as of March 1, 2025.
• The Oaktree Parties entered into an Amended and Restated Relationship Agreement with INDIVIOR PLC on March 3, 2025, which amends and restates a previous agreement from December 16, 2024.
• Under the new agreement, INDIVIOR PLC will propose a maximum of seven directors for re-election at the 2025 Annual General Meeting (AGM), including Joe Ciaffoni and Daniel Ninivaggi.
• The Issuer committed to searching for and appointing one additional external non-executive director, subject to Oaktree Parties' approval, with an appointment target of no later than July 1, 2025.
• Daniel Ninivaggi was appointed Chair of the Nomination Committee, effective March 10, 2025.
• The Board will maintain a maximum of seven directors, increasing to eight upon the appointment of the new non-executive director.
• The A&R Relationship Agreement is set to terminate on December 31, 2025, but Oaktree Parties can terminate it earlier if the Issuer breaches certain provisions.
• Oaktree Parties made several share purchases between February 25, 2025, and February 28, 2025, totaling 1,193,911 shares at prices ranging from $6.80 to $8.98 per share.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. Oaktree's increased stake and active engagement in governance, formalized through a relationship agreement, suggest a commitment to value creation and potentially improved oversight, which can be beneficial for shareholders. While there are potential points of friction, the structured approach to board composition is generally viewed favorably.

Positives

• Increased shareholder engagement from a significant institutional investor like Oaktree may lead to enhanced corporate governance and strategic oversight.
• The agreement ensures Oaktree's influence on board composition, potentially aligning management decisions more closely with shareholder interests.
• The appointment of Daniel Ninivaggi as Chair of the Nomination Committee, a nominee supported by Oaktree, suggests a more active and potentially effective board selection process.

Negatives

• The requirement for Oaktree's approval on the new non-executive director, even if not to be unreasonably withheld, could introduce potential friction or delays in board appointments.
• The specific terms of the relationship agreement, including the board size limits and director re-election proposals, could be perceived as limiting the board's independence or flexibility by other shareholders.

Risks

• Potential for disagreement or delay in the appointment of the new non-executive director if Oaktree's approval is withheld or if a suitable candidate is not found by the July 1, 2025 deadline.
• Risk of the A&R Relationship Agreement being terminated early by Oaktree Parties if INDIVIOR PLC breaches certain provisions, which could lead to renewed governance disputes.

Future Outlook

The document outlines future actions related to INDIVIOR PLC's corporate governance, including the re-election of specific directors at the 2025 Annual General Meeting, the search for and appointment of a new external non-executive director by July 1, 2025, and the maintenance of specific board size limits until the termination of the relationship agreement on December 31, 2025.

Industry Context

This filing reflects a significant institutional investor, Oaktree, taking an active role in the corporate governance of INDIVIOR PLC. Such actions are common in the pharmaceutical or specialty pharma sector where investors may seek to influence strategic direction, operational efficiency, or capital allocation to unlock shareholder value, especially in companies facing specific challenges or opportunities.

Management Changes

Corporate Governance

Related Party Transactions

• The Amended and Restated Relationship Agreement between INDIVIOR PLC and the Oaktree Parties, which outlines specific governance arrangements and board composition, can be considered a related party transaction due to Oaktree's significant beneficial ownership and influence.

Stakeholder Impact

• **Shareholders**: The agreement formalizes Oaktree's influence on corporate governance, potentially leading to strategic changes that could impact shareholder value. Other shareholders may benefit from increased oversight or face concerns about the concentration of influence.
• **Management/Board**: The agreement dictates specific board composition, director re-election proposals, and the appointment process for a new non-executive director, directly impacting the existing management and board's autonomy and structure.

Next Steps

• INDIVIOR PLC to propose a maximum of seven directors for re-election at the 2025 Annual General Meeting (AGM).
• INDIVIOR PLC to conduct a search for and appoint one additional external non-executive director, with Oaktree Parties' approval, by July 1, 2025.
• If no new non-executive director is appointed by July 1, 2025, INDIVIOR PLC to appoint a candidate identified by Oaktree Parties within two business days thereafter.
• The Board will recommend the re-appointment of Joe Ciaffoni and Daniel Ninivaggi at the 2025 AGM.
• The Amended and Restated Relationship Agreement will remain in effect until December 31, 2025, unless terminated earlier by Oaktree due to a breach by the Issuer.

Key Dates

Keywords

INDIVIOR PLC, Oaktree, Schedule 13D, beneficial ownership, corporate governance, shareholder activism, board composition, relationship agreement, non-executive director, Nomination Committee