Two Seas Capital Amends Indivior PLC Filing

TL;DR

Two Seas Capital updated its Indivior PLC filing, adding new group members. No specific holdings disclosed yet.

AI Summary

Two Seas Capital LP, formerly Kairos Capital Management LP, has filed an amendment (No. 1) to its Schedule 13D on March 29, 2024, regarding its holdings in Indivior PLC. The filing indicates a change in the group members associated with the filing, specifically mentioning Sina Toussi and Two Seas Capital GP LLC. The filing does not disclose specific share counts or dollar amounts but signifies an update to their beneficial ownership information.

Why It Matters

This amendment signals a potential shift in the strategic interests or reporting structure of a significant shareholder in Indivior PLC, which could influence market perception and trading activity.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate changes in a significant shareholder's intentions, potentially impacting the stock price.

Key Players & Entities

• Two Seas Capital LP (company) — Filing entity
• Indivior PLC (company) — Subject company
• Sina Toussi (person) — Group member
• Two Seas Capital GP LLC (company) — Group member
• Kairos Capital Management LP (company) — Former company name
• Lawrence V. Palermo (person) — Authorized contact

FAQ

Key Financial Figures

• $0.50 — PLC (Name of Issuer) Ordinary Shares, $0.50 nominal value per share (Title and Cla
• $116,862,660 — Fund reported herein was approximately $116,862,660. The aggregate purchase price of the 96
• $12,996,181 — Fund reported herein was approximately $12,996,181. The Ordinary Shares directly held by t
• $23.0525 — (26,239) 16.3698 02/22/2024 (3,144) $23.0525 03/01/3024 35,000 17.3227 03/04/202
• $22.1297 — 1,275 17.0229 03/06/2024 (13,022) $22.1297 03/07/2024 15,000 16.8033 03/08/202

Filing Documents

• form_sc13da-indivior.htm (SC 13D/A) — 90KB
• 0001011438-24-000291.txt ( ) — 92KB

of the Schedule 13D is hereby amended and restated as follows

Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 12,590,046 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $116,862,660. The aggregate purchase price of the 965,093 Ordinary Shares directly held by the Global Fund reported herein was approximately $12,996,181. The Ordinary Shares directly held by the Funds were purchased with the working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and proceeds from the Credit Facility for the Litigation Fund, provided by UBS, pursuant to the Credit Facility Agreement. All Ordinary Shares reported herein were purchased in open market transactions through a broker other than 5,200,000 Ordinary Shares purchased by the Litigation Fund and 300,000 Ordinary Shares purchased by the Global Fund in a private transaction with a third party investor on June 16, 2022. ITEM 4. PURPOSE OF TRANSACTION

of this Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The Reporting Persons plan to execute an in-kind distribution of Ordinary Shares from the Litigation Fund to certain members of the Litigation Fund with an effective date as of March 31, 2024 (the "In-Kind Distribution"). The number of Ordinary Shares of the Issuer anticipated to be distributed pursuant to the In-Kind Distribution represents less than 0.25% of the Issuer's outstanding Ordinary Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 135,916,515 Ordinary Shares of the Issuer outstanding as of March 27, 2024, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on March 28, 2024. The information in Item 3 regarding the number of Ordinary Shares held by the Funds is incorporated herein by reference. The Funds have delegated to TSC sole voting and investment power over the securities held by the Funds pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the Ordinary Shares directly held by the Funds. The Funds specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. (c) Transactions by the Reporting Persons (on behalf of the Funds) effected during the past 60 days are set forth in Schedule A below and such information is incorporated herein by reference. (d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. All securities reported in this Schedule 13D are directly held by the Funds, each of which are investment management clients of TSC. The limited partners of (or investors in) each of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares held for the accounts of their respective Funds in accordance with their respective limited partnership interests (or investment percentages) in t

of this Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The Global Fund has entered into cash-settled swaps which represent economic exposure comparable to a notional interest in 1,171,572 Ordinary Shares (representing economic exposure comparable to approximately 0.9% of the outstanding Ordinary Shares) with Jefferies Financial Products, LLC and cash-settled swaps which represent economic exposure comparable to a notional interest in 311,421 Ordinary Shares (representing economic exposure comparable to approximately 0.2% of the outstanding Ordinary Shares) with Goldman Sachs International. Under the terms of the swaps, (i) the Global Fund will be obligated to pay to the counterparty any negative price performance of the specified notional number of Ordinary Shares subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Global Fund any positive price performance of the specified notional number of Ordinary Shares subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The swaps do not give the Reporting Persons or Funds direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Ordinary Shares that may be referenced in the swap contracts or Ordinary Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated as of March 29, 2024 TWO SEAS CAPITAL LP By: Two Seas Capital GP LLC, its gener

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