Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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) |
12/16/2024 (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)
(a)
(b)
| ||||||||
| 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
5,545,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the Securities and Exchange Commission (the ''SEC'') on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
2,351,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
268,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
1,356,274.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
8,165,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
9,521,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
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)
(a)
(b)
| ||||||||
| 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
9,521,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 125,481,525 Ordinary Shares, outstanding as of December 10, 2024, as disclosed in the Issuer's Form 6-K filed with the SEC on December 10, 2024.
SCHEDULE 13D
|
| CUSIP No. | G4766E116 |
| 1 |
Name of reporting person
Brookfield Asset Management ULC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D, originally filed on October 2, 2024, as amended by the Amendment No. 1 filed on November 7, 2024. (the "Schedule 13D"). 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 December 16, 2024, OVO Fund, VOF, OPI Fund and Boston Patriot Arlington ST LLC (together, the "Oaktree Parties") entered into a Relationship Agreement (the "Relationship Agreement") with the Issuer, pursuant to which the Issuer agreed to (i) appoint Robert Schriesheim and Joe Ciaffoni to the Board within one business day following the date of the Relationship Agreement, (ii) include Mr. Schriesheim as a candidate (along with other candidates selected by the Issuer) in the Board's ongoing process to appoint a successor Chair of the Board, (iii) in the event that Mr. Schriesheim is not appointed as Chair of the Board, appoint a third person selected by the Oaktree Parties to the Board (such person, if applicable, together with Mr. Schreisheim and Mr. Ciaffoni, the "New NEDs") no later than January 31, 2025, (iv) appoint Mr. Schriesheim and Mr. Ciaffoni as members of the Nomination Committee and the Operational Committee of the Board, and (v) from January 1, 2025 until the expiry of the Relationship Agreement have a maximum of 10 directors on the Board, or, if the third New NED is appointed, 11 directors. The Issuer also agreed that the Board will unanimously recommend to shareholders the re-appointment of the New NEDs to the Board at the 2025 Annual General Meeting of the Issuer. The Relationship Agreement further provides that, until the expiration of the Relationship Agreement, the Oaktree Parties will not, and will take reasonable steps to ensure that each of their affiliates will not, (i) remove or publicly propose the removal of any member of the Board, (ii) put forward or propose any resolution, agenda item or amendment thereto at a general meeting of the Issuer, (iii) nominate any person to the Board, (iv) require the Board to call a general meeting of the Issuer, (v) require circulation of a statement relating to a proposed resolution or any other business to be dealt with at a general meeting of the Company, (vi) make any public proposal to change (a) the Board or management, (b) the capitalization or capital allocation program and practices of the Issuer, or (c) the Issuer's business or corporate structure, or (vii) vote against the recommendation of the Board on any Ordinary Course Resolution, or solicit or knowingly urge any shareholder of the Issuer to take the foregoing actions. The Relationship Agreement also contains mutual non-disparagement and no litigation covenants. The Relationship Agreement will terminate on December 31, 2025, provided that the Oaktree Parties may terminate the Relationship Agreement earlier if the Issuer breaches certain provisions of the Relationship Agreement. The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to the Relationship Agreement, which is attached as Exhibit 2 hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 9,521,980 shares of Common Stock, representing 7.6% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 125,481,525 Ordinary Shares outstanding as reported by the Issuer in its Form 6-K filed with the SEC on December 10, 2024. In this regard, OVO Fund is the direct holder of 5,545,556 Ordinary Shares. VOF Fund is the direct holder of 2,351,370 Ordinary Shares. OPI Fund is the direct holder of 268,780 Ordinary Shares. OC Management is the investment manager to Boston Patriot Arlington St LLC, an SMA account which directly holds 1,356,274 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
8,165,706 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 9,521,980 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 9,521,980 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) | 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) | The Reporting Persons have not effected any transactions since the filing of Amendment No. 1. | |
| (d) | Not applicable | |
| (e) | Brookfield, which previously reported together with the Oaktree Reporting Persons, has been determined to no longer act together with the Oaktree Reporting Persons, and therefore has ceased to be the beneficial owner of more than five percent of the securities covered by this Statement. | |
| 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 December 16, 2024, the Oaktree Parties entered into the Relationship Agreement, as defined and described in Item 4 above, which is attached as Exhibit 2 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following at the end thereof: Exhibit 2 Relationship Agreement, dated December 16, 2024, by and among the Issuer and Oaktree Parties. | ||
| 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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