SCHEDULE: Two Seas Capital Reduces Indivior Stake to 8.3%
Beneficial Ownership Update
Two Seas Capital LP and affiliates filed an Amendment No. 10 to their Schedule 13D, reporting a beneficial ownership of 8.3% in Indivior PLC after significant share sales.
Summary
- Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") beneficially own 10,329,152 Ordinary Shares of Indivior PLC, representing approximately 8.3% of the outstanding shares.
- This ownership is based on 124,769,820 Ordinary Shares outstanding as of July 1, 2025, as disclosed in Indivior's Form 10-Q filed on July 31, 2025.
- The shares are held by two investment vehicles, the Litigation Fund and the Global Fund, which are clients of Two Seas Capital LP.
- The Litigation Fund holds 6,311,887 Ordinary Shares, acquired for approximately $38,987,296.
- The Global Fund holds 4,017,265 Ordinary Shares, acquired for approximately $45,107,871.
- Funding for these purchases came from the working capital of the Funds, which may include margin loans, and proceeds from a credit facility for the Litigation Fund provided by UBS AG, London Branch.
- Two Seas Capital LP has sole voting and investment power over the securities held by the Funds.
- The Global Fund no longer holds any cash-settled swaps positions.
Sentiment
Score: 4
Explanation: The sentiment is moderately negative due to the significant net selling activity by a major institutional investor, which could signal a reduction in conviction or a strategic portfolio adjustment. However, the filing itself is a routine disclosure and does not contain adverse news about the company's operations.
Positives
- The Global Fund has eliminated its cash-settled swaps positions, simplifying its investment structure.
Negatives
- The Reporting Persons engaged in significant net sales of Indivior PLC Ordinary Shares over the past 60 days, indicating a reduction in their stake.
- The Global Fund sold a total of 1,255,000 shares across multiple transactions between July 31, 2025, and September 3, 2025, at prices ranging from $19.72 to $24.85.
- The Litigation Fund sold a total of 342,768 shares across multiple transactions between August 8, 2025, and September 3, 2025, at prices ranging from $22.40 to $24.85.
Future Outlook
The filing does not contain any forward-looking statements or guidance from the Reporting Persons regarding Indivior PLC's future performance or strategic direction.
Industry Context
This filing primarily details changes in a significant institutional investor's stake and does not provide specific insights into broader industry trends or competitive landscape for Indivior PLC.
Stakeholder Impact
- Shareholders may react to the news of a significant institutional investor reducing its stake, potentially leading to negative short-term price movements.
- The reduction in cash-settled swaps positions by the Global Fund simplifies the investment structure for its limited partners.
Key Dates
| Date | Description |
|---|---|
| June 16, 2022 | Original Credit Facility Agreement date between the Litigation Fund and UBS AG, London Branch. |
| September 22, 2022 | Credit Facility Agreement amended and restated. |
| April 5, 2023 | Credit Facility Agreement amended and restated. |
| June 19, 2023 | Credit Facility Agreement amended and restated. |
| December 20, 2023 | Credit Facility Agreement amended. |
| June 20, 2024 | Fifth Amendment Agreement to the Credit Facility Agreement. |
| December 20, 2024 | Sixth Amendment Agreement to the Credit Facility Agreement. |
| July 1, 2025 | Date for the reported 124,769,820 outstanding Ordinary Shares of Indivior PLC. |
| July 31, 2025 | Indivior PLC's Form 10-Q filed with the SEC; Global Fund sold 250,000 shares at a weighted average price of $19.895. |
| August 5, 2025 | Global Fund sold 300,000 shares at $21.75 and purchased 110,863 shares at $21.80. |
| August 8, 2025 | Global Fund sold 75,000 shares at $22.40; Litigation Fund sold 25,000 shares at $22.40. |
| August 12, 2025 | Global Fund sold 82,232 shares at $22.60; Litigation Fund sold 117,768 shares at $22.60. |
| August 13, 2025 | Litigation Fund purchased 50,000 shares at $22.967. |
| August 22, 2025 | Global Fund sold 250,000 shares at $24.50; Litigation Fund sold 100,000 shares at $24.50. |
| August 25, 2025 | Global Fund purchased 55,981 shares at $23.952. |
| August 29, 2025 | Global Fund purchased 20,120 shares at $24.242; Litigation Fund purchased 29,880 shares at $24.242. |
| September 3, 2025 | Date of event requiring this filing; Global Fund sold 300,000 shares at $24.70; Litigation Fund sold 100,000 shares at $24.70. |
| September 4, 2025 | End of the 60-day transaction reporting period (4:00 p.m., New York City time). |
| September 5, 2025 | Filing date of Amendment No. 10. |
Recommendation
holdThe filing indicates a significant institutional investor, Two Seas Capital, has reduced its stake in Indivior PLC through substantial share sales over the past 60 days. While this suggests a potential decrease in conviction from this specific holder, the filing does not provide new fundamental information about Indivior's operational performance or future prospects. Therefore, without additional company-specific news, a 'hold' recommendation is appropriate to observe market reaction and await further corporate disclosures.
Keywords
Indivior PLC, Two Seas Capital, Schedule 13D, Beneficial Ownership, Share Sales, Institutional Investment, Pharmaceutical, UBS AG
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.