SCHEDULE: Two Seas Capital Maintains Significant Stake in Indivior PLC, Discloses Recent Trading and Financing Details

Two Seas Capital LP and its affiliates have filed an Amendment No. 8 to their Schedule 13D, revealing a continued 9.7% beneficial ownership in Indivior PLC, alongside recent share transactions and financing arrangements.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") beneficially own 12,084,677 Ordinary Shares of Indivior PLC.
• This represents approximately 9.7% of Indivior PLC's 124,769,820 Ordinary Shares outstanding as of July 1, 2025.
• The shares are held by two funds: the Litigation Fund (6,788,201 shares, purchased for approximately $42,717,903) and the Global Fund (5,296,476 shares, purchased for approximately $61,423,070).
• Funds for share purchases came from working capital, which may include margin loans, and a credit facility from UBS AG, London Branch for the Litigation Fund.
• The Global Fund has entered into cash-settled swaps with Jefferies Financial Products, LLC, representing economic exposure comparable to 510,863 Ordinary Shares, or approximately 0.4% of outstanding shares.
• As of June 30, 2025, the Litigation Fund made an in-kind distribution of 1,009,603 Ordinary Shares to two investors without additional consideration.
• Recent transactions (past 60 days up to July 11, 2025) include both purchases and sales by the Global Fund and the Litigation Fund, with prices ranging from $9.845 to $15.48 per share.

Sentiment

Score: 7

Explanation: The document indicates a continued strong conviction by a major investor, Two Seas Capital, in Indivior PLC, as evidenced by their maintained 9.7% stake and recent purchases by the Global Fund. While the Litigation Fund engaged in some sales and an in-kind distribution, these appear to be part of active portfolio management rather than a complete divestment. The use of leverage and swaps introduces some risk, but the overall picture is one of sustained, strategic investment.

Positives

• The Reporting Persons maintain a significant 9.7% stake, indicating continued conviction in Indivior PLC.
• The Global Fund engaged in substantial purchases of shares in June and July 2025, suggesting a positive outlook on the stock at those price points.

Negatives

• The Litigation Fund engaged in significant sales of shares in July 2025 at higher price points ($15.18 $15.477), potentially indicating profit-taking or a reduction in exposure from that specific fund.
• An in-kind distribution of over 1 million shares by the Litigation Fund to investors could be interpreted as a reduction in direct holdings by the fund.

Risks

• The use of margin loans by the Funds introduces leverage risk, where a decline in share price could lead to margin calls.
• The Credit Facility for the Litigation Fund, while providing capital, also represents a financial obligation and potential interest rate risk.
• Cash-settled swaps expose the Global Fund to market price performance risk without direct ownership or control over the underlying shares.

Future Outlook

The document does not provide explicit forward-looking statements or guidance from Indivior PLC's management. It details the current ownership and recent trading activities of the Reporting Persons.

Industry Context

This filing reflects an investor's ongoing significant stake in a pharmaceutical company, Indivior PLC, which specializes in addiction treatment. The continued substantial holding by Two Seas Capital suggests a long-term investment thesis in the sector, potentially driven by market dynamics in addiction medicine or specific company performance. The use of various financial instruments like credit facilities and swaps indicates a sophisticated investment strategy common among hedge funds operating in specialized healthcare sectors.

Legal Proceedings

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

Related Party Transactions

• The document states that all securities are directly held by the Funds, which are investment management clients of TSC. The limited partners/investors in the Funds participate in dividends or sale proceeds according to their interests. This describes the relationship between the Reporting Persons and the Funds, but does not detail specific related party transactions in the context of Indivior PLC's operations.

Stakeholder Impact

• Shareholders: The continued significant stake by Two Seas Capital could be seen as a vote of confidence, potentially influencing other investors. Active trading by a large shareholder might also contribute to market liquidity.
• Creditors: The use of a credit facility and margin loans by the Reporting Persons indicates financial leverage, which is a consideration for their own creditors, but not directly for Indivior PLC's creditors based on this document.

Next Steps

• The Reporting Persons will continue to monitor their investment in Indivior PLC.
• Future amendments to the Schedule 13D will be filed if there are material changes to their beneficial ownership or investment intent.

Key Dates

Recommendation

Keywords

Indivior PLC, Schedule 13D, Two Seas Capital, Beneficial Ownership, Shareholder Activism, SEC Filing, Investment Fund, Ordinary Shares, Equity Stake, Financial Reporting