SCHEDULE: Two Seas Capital Reduces Indivior Stake Below 5%
Beneficial Ownership Amendment
Two Seas Capital LP and its affiliates have reduced their beneficial ownership in Indivior PLC to 4.98%, falling below the 5% reporting threshold.
Summary
- Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") have filed Amendment No. 13 to their Schedule 13D.
- The Reporting Persons' beneficial ownership in Indivior PLC has decreased to 6,211,854 Ordinary Shares, representing approximately 4.98% of the outstanding shares.
- This percentage is based on 124,853,897 Ordinary Shares of Indivior PLC outstanding as of October 1, 2025, as disclosed in the Issuer's Form 10-Q filed on October 30, 2025.
- The reduction in ownership means that as of December 19, 2025, the Reporting Persons ceased to beneficially own more than five percent of Indivior PLC's outstanding Ordinary Shares.
- The shares are held by Two Seas Global (Master) Fund LP and Two Seas Litigation Opportunities Fund LLC (the "Funds"), with Two Seas Capital LP exercising sole voting and investment power.
- Transactions since December 10, 2025, primarily involved sales of Ordinary Shares by both Funds, with prices ranging from $35.07 to $36.35 per share, and one purchase at $35.75 per share.
Sentiment
Score: 5
Explanation: This filing reports a change in beneficial ownership by an investment firm, reducing its stake below the 5% threshold. It does not contain information directly impacting the issuer's operational or financial performance, thus maintaining a neutral sentiment.
Stakeholder Impact
- Shareholders: The reduction of a significant institutional investor's stake could lead to market speculation regarding the reasons for the divestment, potentially influencing short-term trading behavior.
- Company Management: The company's management may need to assess the implications of a reduced stake by a previously significant shareholder, particularly if Two Seas Capital had an activist role or provided strategic input.
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 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 | Amendment to the Credit Facility Agreement. |
| 2024-06-20 | Fifth Amendment Agreement, amending and restating the Credit Facility Agreement. |
| 2024-12-20 | Sixth Amendment Agreement, amending and restating the Credit Facility Agreement. |
| 2025-10-01 | Date as of which 124,853,897 Ordinary Shares of Indivior PLC were outstanding. |
| 2025-10-30 | Date Indivior PLC's Form 10-Q was filed, disclosing outstanding shares. |
| 2025-12-10 | Date of the previous Schedule 13D Amendment No. 12 filing. |
| 2025-12-11 | Transactions by Two Seas Global (Master) Fund LP: sales of 75,000, 25,000, 50,000, and 100,000 shares at prices ranging from $35.70 to $35.94. |
| 2025-12-12 | Transactions by Two Seas Global (Master) Fund LP: sales of 44,111, 100,000, and 150,000 shares, and purchase of 100,000 shares at prices ranging from $35.57 to $36.35. |
| 2025-12-12 | Transaction by Two Seas Litigation Opportunities Fund LLC: sale of 55,889 shares at prices ranging from $36.00 to $36.02. |
| 2025-12-19 | Date Reporting Persons ceased to beneficially own more than five percent of outstanding Ordinary Shares. |
| 2025-12-19 | Transactions by Two Seas Global (Master) Fund LP: sale of 149,917 shares at prices ranging from $35.07 to $36.01. |
| 2025-12-19 | Transaction by Two Seas Litigation Opportunities Fund LLC: sale of 200,083 shares at prices ranging from $35.07 to $36.01. |
| 2025-12-23 | Date of Event Which Requires Filing of This Statement (Amendment No. 13). |
Keywords
Indivior PLC, Two Seas Capital, Schedule 13D, beneficial ownership, stake reduction, pharmaceuticals, investment management
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