SCHEDULE 13D/A: Two Seas Capital Amends Indivior PLC Stake Disclosure, Repays $7 Million Credit Facility

Two Seas Capital LP and its affiliates have filed an Amendment No. 7 to their Schedule 13D, updating their beneficial ownership in Indivior PLC to 9.7% and disclosing the repayment of a $7 million credit facility.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") beneficially own 12,072,398 Ordinary Shares of Indivior PLC, representing approximately 9.7% of the outstanding shares.
• This ownership is based on 124,769,533 Ordinary Shares of Indivior PLC outstanding as of May 1, 2025.
• The shares are held by two investment funds, the Litigation Fund and the Global Fund, which are investment management clients of Two Seas Capital LP.
• The Litigation Fund holds 7,980,922 Ordinary Shares, acquired for approximately $56,776,336.
• The Global Fund holds 4,091,476 Ordinary Shares, acquired for approximately $43,289,395.
• On June 17, 2025, the Litigation Fund paid down the remaining $7,000,000 outstanding under its Credit Facility with UBS AG, London Branch, resulting in no more shares pledged to UBS.
• The Global Fund has entered into cash-settled swaps representing economic exposure comparable to a notional interest in 1,453,697 Ordinary Shares, or approximately 1.2% of outstanding shares, with Jefferies Financial Products, LLC.
• The Reporting Persons disclaim beneficial ownership of shares referenced in the swap contracts as they do not confer voting, investment, or dispositive control.
• Transactions by the Reporting Persons (on behalf of the Funds) during the past 60 days include both purchases and sales of Ordinary Shares, with prices ranging from $8.47 to $14.05 per share.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the repayment of the credit facility, which reduces the fund's leverage and eliminates pledged shares. The disclosure of swaps and active trading are neutral, reflecting ongoing portfolio management.

Positives

• The Litigation Fund fully repaid the remaining $7,000,000 outstanding under its Credit Facility, eliminating pledged shares and reducing financial leverage related to that facility.

Negatives

• The Global Fund has entered into cash-settled swaps, which, while not conferring direct ownership, introduce counterparty risk with Jefferies Financial Products, LLC.
• The detailed transaction history over the past 60 days shows both purchases and sales by the funds, indicating active trading which could reflect profit-taking or rebalancing rather than a consistent bullish stance.

Risks

• The Global Fund's cash-settled swaps expose it to counterparty risk with Jefferies Financial Products, LLC.
• The funds' use of working capital, which may include margin loans, introduces leverage risk and potential for margin calls.
• Market fluctuations could negatively impact the value of the 12,072,398 Ordinary Shares held by the Reporting Persons.

Future Outlook

The document primarily serves as a disclosure of beneficial ownership and related financial arrangements. It does not provide forward-looking statements or guidance from Indivior PLC's management. The Reporting Persons' stated purpose for holding the shares is for investment.

Industry Context

This filing is a routine disclosure by a significant shareholder and does not provide specific insights into broader industry trends or competitive dynamics within the pharmaceutical or addiction treatment sectors where Indivior PLC operates. It reflects an investment firm's strategic positioning in a publicly traded company.

Legal Proceedings

• The document mentions a 'Litigation Fund' as one of the investment vehicles, but it does not detail any specific legal proceedings involving Indivior PLC or the Reporting Persons.

Related Party Transactions

• None detailed beyond the disclosed relationship where the Funds (Litigation Fund and Global Fund) are investment management clients of Two Seas Capital LP, and the Reporting Persons exercise voting and investment power over the securities held by these Funds.

Stakeholder Impact

• Shareholders: The disclosure of a significant 9.7% stake by an active investment firm could influence market perception and potentially the share price. The repayment of debt by the fund may be viewed positively as it reduces financial risk for the fund's holdings.
• Creditors (UBS AG): The full repayment of the $7 million credit facility by the Litigation Fund concludes that specific lending relationship.

Next Steps

• The Reporting Persons will continue to hold the Ordinary Shares for investment purposes.
• Further amendments to the Schedule 13D will be filed as required by changes in beneficial ownership or material terms of the investment.

Key Dates

Keywords

Indivior PLC, Two Seas Capital, Schedule 13D, Beneficial Ownership, Equity Stake, Investment Fund, Credit Facility, Debt Repayment, Cash-Settled Swaps, Shareholder Disclosure, SEC Filing