SCHEDULE: Two Seas Capital Amends Indivior Stake, Reports Sales
Shareholder Ownership Update
Two Seas Capital LP and affiliates updated their Schedule 13D filing for Indivior PLC, disclosing a 7.4% beneficial ownership and recent trading activity including significant share sales.
Summary
- Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (Reporting Persons) beneficially own 9,254,152 Ordinary Shares of Indivior PLC.
- This represents approximately 7.4% of Indivior PLC's outstanding Ordinary Shares, based on 124,853,897 shares outstanding as of October 1, 2025, as disclosed in the Issuer's Form 10-Q filed on October 30, 2025.
- The shares are held by two funds: Two Seas Litigation Opportunities Fund LLC (5,637,546 shares, purchased for approximately $35,348,060.82) and Two Seas Global (Master) Fund LP (3,616,606 shares, purchased for approximately $41,245,807.46).
- The Litigation Fund's purchases were financed by working capital and a credit facility from UBS AG, London Branch, which has been amended multiple times, most recently on December 20, 2024.
- The Global Fund's purchases were financed by working capital.
- Reporting Persons have sole voting and dispositive power over these shares.
- Recent transactions (past 60 days) include both purchases and significant sales of Indivior PLC Ordinary Shares by both funds, with sales occurring at prices ranging from $24.20 to $31.38 per share.
Sentiment
Score: 6
Explanation: The filing indicates active management of a significant stake by Two Seas Capital. The recent sales at higher prices suggest profit-taking, which is positive for the funds involved. For Indivior PLC, a reduction in a significant investor's stake could be seen as neutral to slightly negative, but without further context on the investor's intent, it's hard to draw strong conclusions. The 7.4% stake remains substantial.
Positives
- The Reporting Persons engaged in significant sales of Indivior PLC shares at higher price points (up to $31.30 per share) in late October and early November, indicating potential profit realization for their funds.
- The Two Seas Litigation Opportunities Fund LLC has access to a credit facility from UBS AG, London Branch, providing financing flexibility for its investment activities.
Negatives
- The Reporting Persons have significantly reduced their holdings through sales in the past 60 days, which could be interpreted as a reduction in conviction or strategic profit-taking, potentially signaling a less bullish outlook from this major investor.
Future Outlook
The filing does not contain forward-looking statements or guidance from Indivior PLC. It details the current ownership and recent trading activity of the Reporting Persons.
Industry Context
This filing reflects an institutional investor's active management of its stake in Indivior PLC, a pharmaceutical company. The trading activity, particularly the recent sales at higher prices, could indicate a strategic re-evaluation of the position or profit-taking within the context of the pharmaceutical sector's performance.
Stakeholder Impact
- Shareholders: Existing shareholders might observe the significant trading activity by a large institutional investor, potentially influencing market sentiment. A reduction in stake by a major holder could be viewed with caution.
- Company Management: Indivior PLC management will be aware of the active position and trading by Two Seas Capital, which holds a substantial 7.4% stake.
Next Steps
- The Reporting Persons will continue to monitor their investment in Indivior PLC.
- Further amendments to the Schedule 13D may be filed if there are material changes to their beneficial ownership or investment intent.
Key Dates
| Date | Description |
|---|---|
| 2022-06-16 | Initial Credit Facility Agreement between Two Seas Litigation Opportunities Fund LLC and UBS AG, London Branch. |
| 2022-09-22 | First amendment and restatement of the Credit Facility Agreement. |
| 2023-04-05 | Second amendment and restatement of the Credit Facility Agreement. |
| 2023-06-19 | Third amendment and restatement of the Credit Facility Agreement. |
| 2023-12-20 | Fourth amendment to the Credit Facility Agreement. |
| 2024-06-20 | Fifth Amendment Agreement to the Credit Facility Agreement. |
| 2024-12-20 | Sixth Amendment Agreement to the Credit Facility Agreement. |
| 2025-09-05 | Date of Amendment No. 10 to Schedule 13D. |
| 2025-09-12 | Two Seas Global Fund purchased 75,000 shares at $23.217; Two Seas Litigation Fund purchased 25,000 shares at $23.217. |
| 2025-09-16 | Two Seas Global Fund purchased 100,000 shares at $22.758; Two Seas Litigation Fund purchased 25,000 shares at $22.758. |
| 2025-09-26 | Two Seas Global Fund sold 150,000 shares at $24.20. |
| 2025-09-30 | Two Seas Global Fund purchased 50,000 shares at $24.048; Two Seas Litigation Fund purchased 50,000 shares at $24.048. |
| 2025-10-01 | Date as of which Indivior PLC had 124,853,897 Ordinary Shares outstanding. |
| 2025-10-02 | Date of initial Schedule 13D filing. |
| 2025-10-03 | Two Seas Global Fund purchased 75,000 shares at $23.076. |
| 2025-10-15 | Two Seas Litigation Fund sold 25,000 shares at $24.879. |
| 2025-10-16 | Two Seas Global Fund purchased 50,000 shares at $24.691. |
| 2025-10-17 | Date of Amendment No. 3 to Schedule 13D. |
| 2025-10-27 | Two Seas Global Fund purchased 50,000 shares at $24.774. |
| 2025-10-30 | Indivior PLC's Form 10-Q filed; Two Seas Global Fund sold 100,132 shares at $29.209 and 320,421 shares at $29.119; Two Seas Litigation Fund sold 149,868 shares at $29.209 and 479,579 shares at $29.119. |
| 2025-11-03 | Date of event requiring this Schedule 13D filing; Two Seas Global Fund sold 150,000 shares at $31.30, 40,053 shares at $31.296, and 40,053 shares at $31.203; Two Seas Litigation Fund sold 59,947 shares at $31.296 and 59,947 shares at $31.203. |
| 2025-11-05 | Date of signing of Amendment No. 11 to Schedule 13D. |
Recommendation
holdThe filing primarily details an institutional investor's ownership and recent trading activity. While the investor has been selling shares at higher prices, suggesting profit-taking, they still retain a substantial 7.4% stake. Without additional information on the investor's long-term intent or any new fundamental insights into Indivior PLC's business, a 'hold' recommendation is appropriate. The sales could be a rebalancing rather than a complete divestment, and the remaining stake is still significant.
Keywords
Indivior PLC, Two Seas Capital, Schedule 13D, Beneficial Ownership, Equity Stake, Shareholder Disclosure, Pharmaceuticals, Investment Management
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