Indivior (INDV) SC 13DINDIVIOR / Two Seas Capital ownership change

 

 

 

 

The class of equity security to which this statement on Schedule 13D relates is the Ordinary Shares, $0.50 nominal value per share (the “Ordinary Shares”) of Indivior PLC (the “Issuer”), a public limited company organized under the laws of England and Wales. The address of the principal executive offices of the Issuer is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

 

 

 

(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:

32 Elm Place, 3rd Floor

Rye, NY 10580

(c) Each of the Reporting Persons is engaged in the business of investing. This Schedule 13D relates to the Ordinary Shares held by Two Seas Litigation Opportunities Fund LLC (the “Litigation Fund”) and Two Seas Global (Master) Fund LP (the “Global Fund”, and together with the Litigation Fund, the “Funds”).  The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Funds and other investment advisory clients. As such, TSC has been granted investment discretion over portfolio investments, including the Ordinary Shares, held by or for the account of the Funds, including the Funds’ voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the Chief Investment Officer of TSC and Managing Member of TSC GP.

(d) and (e) During the past five years, none of the Reporting Persons nor any of the Funds has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

 

 

 

 

The aggregate purchase price of the 12,904,739 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $124,522,132. The aggregate purchase price of the 765,573 Ordinary Shares directly held by the Global Fund reported herein was approximately $13,720,451.  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, and on April 5, 2023, and as amended by the Omnibus Third Amendment Agreement, dated June 19, 2023 (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.

The Ordinary Shares directly held by the Funds and beneficially owned by the Reporting Persons reported herein were acquired for investment purposes in the belief that the Ordinary Shares represent an attractive investment opportunity.

On September 22, 2023, Sina Toussi, the Chief Investment Officer of TSC and Managing Member of TSC GP, wrote to Mark Crossley, the Issuer’s Chief Executive Officer and Executive Director, to discuss the possibility of Mr. Toussi being appointed as a director on the Issuer’s Board of Directors (the “Board”).  Following discussions among Mr. Toussi and members of the Board and management, the determination was made not to move forward with the Board seat for Mr. Toussi at this time.

The Reporting Persons have had discussions with members of the Issuer’s management and members of the Issuer’s Board in connection with the Reporting Persons’ investment in the Issuer and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other shareholders or third parties regarding the Issuer’s business operations, strategies, capital structure and other matters related to the Issuer. These discussions may review options for maximizing shareholder value, enhancing the Issuer’s corporate governance, improving capital or asset allocation or various strategic alternatives or operational or management initiatives, including one or more items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional Ordinary Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(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 137,939,173 Ordinary Shares of the Issuer outstanding as of August 1, 2023, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 1, 2023. 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 their respective Funds.

(e) Not applicable.

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 11,650,000 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 such amount is currently fully 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 June 21, 2024, 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 794,497 Ordinary Shares (representing economic exposure comparable to approximately 0.6% 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.