Two Seas Capital LP Amends Indivior PLC Filing

TL;DR

Two Seas Capital LP updated its Indivior stake filing on 10/17/24.

AI Summary

Two Seas Capital LP, formerly Kairos Capital Management LP, has amended its Schedule 13D filing regarding Indivior PLC. The filing, dated October 17, 2024, indicates a change in beneficial ownership. The specific details of the change in ownership percentage or number of shares are not explicitly stated in this excerpt, but the amendment suggests a shift in the investment position of Two Seas Capital LP.

Why It Matters

This amendment signals a potential shift in significant shareholder activity for Indivior PLC, which could influence stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Players & Entities

• Two Seas Capital LP (company) — Filing entity
• Indivior PLC (company) — Subject company
• Kairos Capital Management LP (company) — Former company name of Two Seas Capital LP
• Lawrence V. Palermo (person) — Contact person for Two Seas Capital LP

FAQ

Key Financial Figures

• $0.50 — PLC (Name of Issuer) Ordinary Shares, $0.50 nominal value per share (Title and Cla
• $95,960,755 — Fund reported herein was approximately $95,960,755. The aggregate purchase price of the 2,
• $25,632,796 — Fund reported herein was approximately $25,632,796. The Ordinary Shares directly held by t
• $23,834,213.11 — ober 15, 2024, the Litigation Fund paid $23,834,213.11 to UBS to reduce the amount owed by the
• $18,774,884.89 — ty was fully drawn and a loan amount of $18,774,884.89 that was drawn remains outstanding, sub

Filing Documents

• form_sc13da-indivior.htm (SC 13D/A) — 69KB
• 0001011438-24-000493.txt ( ) — 70KB

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 10,899,480 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $95,960,755. The aggregate purchase price of the 2,130,547 Ordinary Shares directly held by the Global Fund reported herein was approximately $25,632,796. 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"). 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 128,588,498 Ordinary Shares of the Issuer outstanding as of October 14, 2024, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on October 15, 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) The Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. (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 their respective Funds. (e) Not applicable. ITEM 6. CONTRACTS,

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: On October 15, 2024, the Litigation Fund paid $23,834,213.11 to UBS to reduce the amount owed by the Litigation Fund to UBS under the Credit Facility. 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, subject to potential adjustments agreed upon by the parties from time to time. 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 was fully drawn and a loan amount of $18,774,884.89 that was drawn remains outstanding, subject to potential adjustments agreed upon by the parties from time to time. 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 1,489,081 Ordinary Shares (representing economic exposure comparable to approximately 1.2% of the outstanding Ordinary Shares) with Jefferies Financial Products, LLC and cash-settled swaps which represent economic exposure comparable to a notional interest in 811,421 Ordinary Shares (representing economic exposure comparable to approximately 0.6%

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