Two Seas Capital LP Amends Indivior PLC Filing

TL;DR

Two Seas Capital LP updated its Indivior filing, adding Sina Toussi to the group. Watch for more.

AI Summary

On June 21, 2024, Two Seas Capital LP, formerly Kairos Capital Management LP, filed an amendment (No. 2) to its Schedule 13D regarding Indivior PLC. The filing indicates a change in the group members, with Sina Toussi now listed as a group member alongside Two Seas Capital GP LLC. The specific details of the ownership change or the percentage of shares held are not explicitly stated in this excerpt.

Why It Matters

This amendment signals a potential shift in the stakeholder landscape for Indivior PLC, possibly indicating changes in investment strategy or control intentions by the involved entities.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate significant changes in beneficial ownership or investment strategy, warranting close monitoring.

Key Players & Entities

• Indivior PLC (company) — Subject Company
• Two Seas Capital LP (company) — Filing Entity
• Kairos Capital Management LP (company) — Former Company Name
• Sina Toussi (person) — Group Member
• Two Seas Capital GP LLC (company) — Group Member
• 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
• $111,662,690 — Fund reported herein was approximately $111,662,690. The aggregate purchase price of the 1,
• $16,303,642 — Fund reported herein was approximately $16,303,642. The Ordinary Shares directly held by t
• $45,000,000 — commitment under the Credit Facility is $45,000,000 and $42,609,098 is currently drawn. The
• $42,609,098 — the Credit Facility is $45,000,000 and $42,609,098 is currently drawn. The Credit Facility
• $15.9128 — 000 13.1685 (10) 06/06/2024 (5,667) $15.9128 (11) 06/18/2024 (7,816) 12.7901(12)
• $16.1324 — 4 (8,333) 12.85 06/20/2024 (2,600) $16.1324 (13) 06/20/2024 TWO SEAS LITIGATION O
• $15.90 — ple transactions at prices ranging from $15.90 to $16.01, inclusive. (12) The sale pr
• $16 — ctions at prices ranging from $15.90 to $16.01, inclusive. (12) The sale price is
• $16.10 — ple transactions at prices ranging from $16.10 to $16.16, inclusive. (14) The sale pr

Filing Documents

• form_sc13da-indivior.htm (SC 13D/A) — 95KB
• 0001011438-24-000378.txt ( ) — 96KB

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 12,089,278 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $111,662,690. The aggregate purchase price of the 1,170,747 Ordinary Shares directly held by the Global Fund reported herein was approximately $16,303,642. 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 (the "Credit Facility") for the Litigation Fund, provided by UBS AG, London Branch ("UBS"), pursuant to the Credit Facility Agreement, by and between, the Litigation Fund, as Borrower, and UBS, acting as Lender, dated June 16, 2022, as amended and restated on September 22, 2022, on April 5, 2023, and on June 19, 2023, as amended on December 20, 2023, and as amended and restated by the Fifth Amendment Agreement, dated June 20, 2024 (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 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 134,125,403 Ordinary Shares of the Issuer outstanding as of June 20, 2024, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 21, 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 herein by reference. 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 the

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: Pursuant to the Security Agreement, dated June 16, 2022, by and between the Litigation Fund, as Grantor, and UBS, as Secured Party, as amended (the "Security Agreement"), the Litigation Fund has pledged to UBS 10,899,480 Ordinary Shares held by it. If the Litigation Fund defaults on its obligations under the Credit Facility Agreement, such default could result in foreclosure proceedings against the Ordinary Shares pledged as collateral by the Litigation Fund, subject to a beneficial ownership limitation. The pledged Ordinary Shares are subject to certain transfer restrictions. The total commitment under the Credit Facility is $45,000,000 and $42,609,098 is currently drawn. The Credit Facility is subject to typical credit terms and certain event of default triggers, some of which may be satisfied by unencumbered assets of the Litigation Fund. The maturity date for the Credit Facility is July 31, 2025, and the interest rate under the Credit Facility is a variable rate plus a reference rate. The Global Fund has no potential encumbrances with respect to the Credit Facility. The Global Fund has entered into cash-settled swaps which represent economic exposure comparable to a notional interest in 1,509,081 Ordinary Shares (representing economic exposure comparable to approximately 1.1% 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

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