SCHEDULE 13D/A: Two Seas Capital Increases Indivior PLC Stake to 9.5% with Leveraged Investment and Swaps

Two Seas Capital LP and its affiliates have updated their Schedule 13D filing, revealing a 9.5% beneficial ownership in Indivior PLC, financed through working capital and a credit facility, alongside new cash-settled swap agreements.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi collectively beneficially own 11,880,926 Ordinary Shares of Indivior PLC, representing approximately 9.5% of the outstanding shares.
• This ownership is based on 124,769,533 Ordinary Shares outstanding as of May 1, 2025, as reported in Indivior PLC's Form 10-Q.
• The shares are held by two funds: Two Seas Litigation Opportunities Fund LLC (8,518,026 shares) and Two Seas Global (Master) Fund LP (3,362,900 shares).
• The aggregate purchase price for the Litigation Fund's shares was approximately $69,877,663, and for the Global Fund's shares was approximately $32,660,043.
• Funding for these purchases came from the working capital of the Funds, which may include margin loans, and proceeds from a Credit Facility with UBS AG, London Branch.
• The Litigation Fund has pledged 8,159,854 Ordinary Shares to UBS as collateral for the Credit Facility, which has an outstanding loan amount of $7,000,000 and a maturity date of July 31, 2025.
• The Global Fund has entered into cash-settled swaps representing economic exposure to a notional interest in 1,812,709 Ordinary Shares with Jefferies Financial Products, LLC and 740,988 Ordinary Shares with Goldman Sachs International.
• Transactions by the Reporting Persons on behalf of the Funds during the past 60 days included both purchases and sales of Ordinary Shares at varying prices, as detailed in Exhibit 99.1.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily factual about ownership and financing. The significant stake indicates the investor's conviction, but the pledged shares and upcoming credit facility maturity introduce some financial risk for the Reporting Persons.

Positives

• The reporting persons maintain a significant ownership stake of 9.5% in Indivior PLC, indicating continued conviction in the company's value.
• The use of a credit facility and cash-settled swaps demonstrates diversified and sophisticated financing strategies employed by the investment funds.

Negatives

• A substantial portion of the Litigation Fund's shares (8,159,854 shares) are pledged as collateral, creating a risk of foreclosure if the Credit Facility obligations are defaulted upon.
• The Credit Facility has a relatively near maturity date of July 31, 2025, requiring repayment or refinancing of the outstanding $7,000,000 loan amount.
• The detailed transaction history in Exhibit 99.1 shows active trading with both purchases and sales, including sales at higher prices than some recent purchases, which could suggest profit-taking or risk management rather than pure long-term accumulation.

Risks

• Credit Facility Default Risk: If the Litigation Fund defaults on its obligations under the Credit Facility Agreement, it could result in foreclosure proceedings against the 8,159,854 Ordinary Shares pledged as collateral to UBS.
• Maturity Risk: The Credit Facility matures on July 31, 2025, requiring the Litigation Fund to repay or refinance the outstanding $7,000,000 loan amount by that date.
• Transfer Restrictions: The pledged Ordinary Shares are subject to certain transfer restrictions, which could limit the Litigation Fund's flexibility in managing its position.
• Market Price Volatility: The value of the pledged collateral and the overall investment is directly exposed to the market price fluctuations of Indivior PLC's Ordinary Shares.
• Swap Exposure: While cash-settled, the swaps expose the Global Fund to the negative price performance of a notional interest in 2,553,697 Ordinary Shares (1,812,709 + 740,988), plus applicable interest rates.

Future Outlook

The document primarily details current ownership structure and financing arrangements, with no explicit forward-looking statements or guidance from Indivior PLC or the Reporting Persons regarding future company performance or strategic direction beyond the maturity date of the credit facility.

Industry Context

This filing reflects an investment firm's significant stake in a publicly traded pharmaceutical company, Indivior PLC, which operates in the healthcare sector. The use of credit facilities and cash-settled swaps by an investment fund is a common strategy in the financial industry for leveraging positions and managing exposure, but the specific details of the pledged shares and credit facility terms are unique to this investment.

Comparison to Industry Standards

• This document is a Schedule 13D filing, which reports a significant ownership stake by an investment group. It does not contain financial results or operational performance data of Indivior PLC that would allow for a direct comparison to industry standards or specific comparable companies/projects. The financial metrics provided relate to the investment cost and financing structure of the Reporting Persons, not the operational performance of Indivior PLC itself.

Related Party Transactions

• The Ordinary Shares are held by Two Seas Global (Master) Fund LP and Two Seas Litigation Opportunities Fund LLC, which are investment management clients of Two Seas Capital LP. Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi are the Reporting Persons and are related parties to these Funds, exercising voting and investment power over the shares.

Stakeholder Impact

• Shareholders: The significant stake held by Two Seas Capital LP and its affiliates could signal confidence in Indivior PLC, potentially influencing other investors. The active trading (purchases and sales) by the funds might contribute to market liquidity.
• Creditors (UBS AG, London Branch): UBS is a creditor to the Litigation Fund, holding a pledge over a substantial portion of the shares, which provides security for the outstanding loan.

Next Steps

• Repayment or refinancing of the $7,000,000 outstanding loan from the Credit Facility by its maturity date of July 31, 2025.
• Ongoing management of the pledged Ordinary Shares and adherence to the terms of the Security Agreement.
• Potential future adjustments to the notional interest in Ordinary Shares held via cash-settled swaps.

Key Dates

Keywords

Indivior PLC, Schedule 13D, Beneficial Ownership, Two Seas Capital, Sina Toussi, SEC Filing, Investment Management, Credit Facility, Pledged Shares, Cash-Settled Swaps, Equity Stake, Pharmaceuticals, Healthcare