Filing Details
- Accession Number:
- 0001140361-25-007015
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-03 19:00:00
- Filed By:
- Oaktree Value Opportunities Fund, L.P.
- Company:
- Indivior Plc
- Filing Date:
- 2025-03-04
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Oaktree Value Opportunities Fund, L.P. | 0 | 6,237,438 | 0 | 6,237,438 | 6,237,438 | 5% |
Oaktree London Liquid Value Opportunities Fund (VOF), L.P. | 0 | 2,594,929 | 0 | 2,594,929 | 2,594,929 | 2.1% |
Oaktree Phoenix Investment Fund, L.P. | 0 | 367,390 | 0 | 367,390 | 367,390 | 0.3% |
Oaktree Capital Management, L.P. | 0 | 1,516,134 | 0 | 1,516,134 | 1,516,134 | 1.2% |
Oaktree Fund GP I, L.P. | 0 | 9,199,757 | 0 | 9,199,757 | 9,199,757 | 7.4% |
Oaktree Capital Holdings, LLC | 0 | 10,715,891 | 0 | 10,715,891 | 10,715,891 | 8.6% |
Oaktree Capital Group Holdings GP, LLC | 0 | 10,715,891 | 0 | 10,715,891 | 10,715,891 | 8.6% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
INDIVIOR PLC (Name of Issuer) |
Ordinary Shares, $0.50 nominal value per share (Title of Class of Securities) |
G4766E116 (CUSIP Number) |
Richard Ting 333 South Grand Avenue, 28th Floor, Los Angeles California, CA, 90071 (213) 830-6484 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Value Opportunities Fund, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,237,438.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission (the ''SEC'') on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree London Liquid Value Opportunities Fund (VOF), L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,594,929.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Phoenix Investment Fund, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
367,390.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Capital Management, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,516,134.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Fund GP I, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,199,757.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Capital Holdings, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
10,715,891.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
CUSIP No. | G4766E116 |
1 |
Name of reporting person
Oaktree Capital Group Holdings GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
10,715,891.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 124,655,858 Ordinary Shares, outstanding as of March 1, 2025, as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on March 3, 2025.
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Ordinary Shares, $0.50 nominal value per share | |
(b) | Name of Issuer:
INDIVIOR PLC | |
(c) | Address of Issuer's Principal Executive Offices:
333 South Grand Avenue, 28th Floor, Los Angeles,
CALIFORNIA
, 90071. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Schedule 13D, originally filed on October 2, 2024, as amended by Amendment No. 1 filed on November 7, 2024, and Amendment No. 2 filed on December 18, 2024. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended to incorporate the following at the end thereof:
On March 3, 2025, the Oaktree Parties entered into an Amended and Restated Relationship Agreement (the "A&R Relationship Agreement") with the Issuer. The A&R Relationship Agreement amended and restated the Relationship Agreement among the parties dated December 16, 2024, and provided that, among other things, the Issuer would (i) propose a maximum of seven directors for re-election by shareholders at the 2025 Annual General Meeting of the Issuer (the "2025 AGM"), including Joe Ciaffoni and Daniel Ninivaggi (together, the "Continuing Nominees"), and certain other directors identified in the A&R Relationship Agreement, (ii) conduct a search to identify and appoint one additional external candidate to become a new non-executive director, the identity of whom shall be subject to approval by the Oaktree Parties (such approval is not to be unreasonably withheld or delayed), which a new non-executive director appointment shall be made as soon as reasonably possible following the 2025 AGM, and no later than July 1, 2025, and if no new non-executive director is appointed by such date, to appoint a new non-executive director candidate identified by the Oaktree Parties within two business days thereafter, (iii) appoint Mr. Ninivaggi as Chair of the Nomination Committee effective March 10, 2025, and (iv) until the expiry of the A&R Relationship Agreement, have a maximum of seven directors on the Board, provided that such maximum number will increase to eight directors upon the appointment of the new non-executive director pursuant to the terms of the A&R Relationship Agreement. The Issuer also agreed that the Board will recommend to shareholders the re-appointment of the Continuing Nominees to the Board at the 2025 AGM.
The A&R Relationship Agreement will terminate on December 31, 2025, provided that the Oaktree Parties may terminate the A&R Relationship Agreement earlier if the Issuer breaches certain provisions of the A&R Relationship Agreement.
The foregoing description of the A&R Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Relationship Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in row (11) of each cover page of this Schedule 13D is incorporated by reference into this Item 5.
The Reporting Persons hold an aggregate of 10,715,891 shares of Common Stock, representing 8.6% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 124,655,858 Ordinary Shares outstanding as disclosed by the Issuer in Exhibit 99.1 to Report of Foreign Issuer on Form 6-K filed with the SEC on February 4, 2025.
In this regard, OVO Fund is the direct holder of 6,237,438 Ordinary Shares. VOF Fund is the direct holder of 2,594,929 Ordinary Shares. OPI Fund is the direct holder of 367,390 Ordinary Shares. OC Management is the investment manager to Boston Patriot Arlington St LLC, an SMA account which directly holds 1,516,134 Ordinary Shares. Oaktree GP I is the indirect general partner of OVO Fund, VOF, and OPI Fund, and as such may be deemed to beneficially own an aggregate of 9,199,757 Ordinary Shares. OC Holdings is the indirect general partner of OVO Fund, VOF, OPI Fund, and Oaktree GP I, and as such may be deemed to beneficially own an aggregate of 10,715,891 Ordinary Shares. OC Group Holdings is the indirect owner of the Class B Units of OC Holdings, and as such may be deemed to beneficially own an aggregate of 10,715,891 Ordinary Shares. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, and the filing of this Statement shall not be construed as an admission of such beneficial ownership for the purposes of Section 13(d) or 13(g) of the Exchange Act. | |
(b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. | |
(c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons have acquired shares of Common Stock within the prior 60 days as follows:
Date Purchase/(Sale) Amount of Shares Price
2/25/25 Purchase 25,000 $8.26
2/26/25 Purchase 50,000 $8.49
2/27/25 Purchase 118,911 $6.80
2/27/25 Purchase 700,000 $8.85
2/28/25 Purchase 100,000 $8.86
2/28/25 Purchase 200,000 $8.98 | |
(d) | Not applicable | |
(e) | Not applicable | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 to the Schedule 13D is hereby amended to incorporate the following at the end thereof:
On March 3, 2025, the Oaktree Parties entered into The A&R Relationship Agreement, as defined and described in Item 4 above, which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | ||
Item 7. | Material to be Filed as Exhibits. | |
Item 7 to the Schedule 13D is hereby amended to incorporate the following at the end thereof:
Exhibit 10.1
Amended and Restated Relationship Agreement, dated as of March 3, 2025, by and among the Issuer and Oaktree Parties, incorporated herein by reference to Exhibit 10.1 on Form 8-K filed by the Issuer on March 4, 2025. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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