SCHEDULE: Two Seas Capital Amends Indivior PLC Stake, Discloses Reduced Holdings
Beneficial Ownership Amendment
Two Seas Capital LP and its affiliates have filed Amendment No. 9 to their Schedule 13D, disclosing a 9.3% beneficial ownership in Indivior PLC and recent trading activity that resulted in a net reduction of shares.
Summary
- Reporting persons (Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi) beneficially own 11,662,308 Ordinary Shares of Indivior PLC.
- This represents approximately 9.3% of the Issuer's outstanding Ordinary Shares, based on 124,769,820 shares outstanding as of July 1, 2025.
- The shares are held by two investment funds: 6,574,775 shares by the Litigation Fund and 5,087,533 shares by the Global Fund.
- Over the past 60 days, the reporting persons engaged in both purchases and sales of Ordinary Shares, resulting in a net reduction of approximately 295,751 shares across both funds.
- The Global Fund also entered into cash-settled swaps representing economic exposure comparable to 110,683 Ordinary Shares (approximately 0.1% of outstanding shares) with Jefferies Financial Products, LLC.
Sentiment
Score: 5
Explanation: The filing is a routine amendment to a Schedule 13D, primarily disclosing updated beneficial ownership and recent trading activity. It does not contain overtly positive or negative statements about the issuer's performance or the reporting persons' future intentions beyond the ownership stake itself. The net reduction in shares over 60 days is a factual observation of trading activity rather than a strong negative signal without further context.
Positives
- Reporting persons maintain a significant beneficial ownership stake of 9.3% in Indivior PLC, indicating continued investment interest.
- The investment funds utilize working capital and a credit facility from UBS AG, London Branch, demonstrating access to financing for their investment activities.
Negatives
- Recent trading activity over the past 60 days shows a net reduction of approximately 295,751 Ordinary Shares in the combined holdings of the Global Fund and Litigation Fund.
Risks
- The Global Fund has entered into cash-settled swaps, which expose the fund to the price performance of a notional interest in 110,683 Ordinary Shares, potentially leading to obligations to the counterparty if the share price declines.
Future Outlook
The filing does not provide specific forward-looking statements or guidance regarding the Issuer's future performance or the reporting persons' long-term investment strategy beyond their current beneficial ownership.
Industry Context
This Schedule 13D amendment reflects a significant investment by Two Seas Capital in Indivior PLC, a pharmaceutical company. Such filings are common for investment funds taking substantial stakes in publicly traded companies, often signaling an investment thesis or potential for engagement, though this specific amendment primarily updates ownership details and recent trading activity rather than outlining a strategic agenda.
Comparison to Industry Standards
- This filing is a standard disclosure of beneficial ownership by an investment fund. Direct comparisons to specific comparable companies or projects are not applicable as the filing focuses on the reporting persons' stake rather than the issuer's operational performance or industry benchmarks.
Related Party Transactions
- The filing details the relationship between the Reporting Persons (Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi) and the Funds (Litigation Fund and Global Fund) as investment management clients, where the Reporting Persons exercise voting and investment power. The limited partners/investors in the Funds participate in dividends or sale proceeds.
Stakeholder Impact
- Shareholders: The disclosure of a 9.3% beneficial ownership stake by an investment group can influence market perception and potentially share price. The recent net reduction in shares by the reporting persons might be noted by other investors.
Next Steps
- The filing does not explicitly mention any future actions, events, or milestones by the reporting persons or the Issuer.
Key Dates
| Date | Description |
|---|---|
| 2022-06-16 | Original date of Credit Facility Agreement between Litigation Fund and UBS AG, London Branch. |
| 2022-09-22 | First amendment and restatement of Credit Facility Agreement. |
| 2023-04-05 | Second amendment and restatement of Credit Facility Agreement. |
| 2023-06-19 | Third amendment and restatement of Credit Facility Agreement. |
| 2023-10-02 | Original Schedule 13D filing date by Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi. |
| 2023-12-20 | Fourth amendment to Credit Facility Agreement. |
| 2024-03-29 | Amendment No. 1 to Schedule 13D filed. |
| 2024-06-20 | Fifth Amendment Agreement to Credit Facility Agreement. |
| 2024-06-21 | Amendment No. 2 to Schedule 13D filed. |
| 2024-10-17 | Amendment No. 3 to Schedule 13D filed. |
| 2024-12-20 | Sixth Amendment Agreement to Credit Facility Agreement. |
| 2025-01-17 | Amendment No. 4 to Schedule 13D filed. |
| 2025-03-04 | Amendment No. 5 to Schedule 13D filed. |
| 2025-05-22 | Amendment No. 6 to Schedule 13D filed. |
| 2025-06-18 | Amendment No. 7 to Schedule 13D filed. |
| 2025-07-01 | Date as of which the Issuer's outstanding Ordinary Shares (124,769,820) were reported. |
| 2025-07-14 | Amendment No. 8 to Schedule 13D filed. |
| 2025-07-25 | Date of event which requires filing of this statement (Amendment No. 9). |
| 2025-07-28 | Latest date for transactions reported in Exhibit 99.1. |
| 2025-07-29 | Filing date of Amendment No. 9 to Schedule 13D. |
Keywords
Indivior PLC, Schedule 13D, Beneficial Ownership, Two Seas Capital, Investment Fund, Ordinary Shares, SEC Filing, Shareholder Stake, Equity Investment, Financial Reporting
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