Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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INDIVIOR PLC

(Name of Issuer)

Ordinary Shares, $0.50 nominal value per share

(Title of Class of Securities)

G4766E116

(CUSIP Number)

Richard Ting

General Counsel & Managing Director

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28^th Floor

Los Angeles, California 90071

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 2024

(Date of Event Which Requires Filing of this Statement)

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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-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

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1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

*

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’).

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1	NAMES OF REPORTING PERSONS
	Oaktree Value Opportunities Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,545,556
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,545,556
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,545,556
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.4%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1)

Calculated based on 127,219,020 Ordinary Shares outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree London Liquid Value Opportunities Fund (VOF), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,351,370
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,351,370
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,351,370
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1)

Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree Phoenix Investment Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			268,780
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			268,780
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	268,780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,356,274
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,356,274
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,356,274
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,165,706
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,165,706
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,165,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.4%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,521,980
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,521,980
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,521,980
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,521,980
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,521,980
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,521,980
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,521,980
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,521,980
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,521,980
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Calculated based on 127,219,020 Ordinary Shares, outstanding as of November 1, 2024, as disclosed in the Issuer’s Form 6-K filed with the SEC on November 1, 2024.

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This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D, originally filed on October 2, 2024 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Except as set forth herein, the Original 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 Original 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 November 6, 2024, OC Management sent a letter to the board of directors of the Issuer (the “Board”) expressing concern with the Issuer’s underperformance over 1, 2 and 3-year periods, and the over 50% drop in the Issuer’s stock price over the past year. OC Management highlighted notable strategic and communications problems at the Issuer, including failures to address competition to the Issuer’s core product Sublocade and guidance reductions, which have exacerbated investor concerns around the Issuer’s strategy and the Board’s willingness and ability to hold management accountable. OC Management urged the Board to address these issues immediately and work with OC Management on refreshing the Board with directors who are committed to taking all steps necessary to improve shareholder value and hold management accountable as they seek to address the Issuer’s performance. OC Management expressed its interest in working constructively with the Board, but noted that it is evident that shareholders are extremely concerned about the Issuer’s performance and direction and would support action to effectuate change if necessary. A copy of the letter is attached hereto as Exhibit 1 and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5 (a) and (b) of the Original Schedule 13D are hereby amended and restated as follows:

(a), (b)

The information set forth in rows (7) through (11) of the cover pages 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 7.5% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 127,219,020 Ordinary Shares outstanding as reported by the Issuer in its Form 6-K filed with the SEC on November 1, 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. Such amounts include an aggregate of 146,560 Ordinary Shares, representing 0.1% of the then-outstanding Common Shares, which were acquired on the London Stock Exchange prior to filing of the Original Schedule 13D but were inadvertently omitted from such filing. Brookfield is the indirect owner of the Class A1 Units 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.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose.

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Item 7.

Material to be Filed as Exhibits

Exhibit 24.1

Joint Filing Agreement, dated as of October 3, 2024, by and among the Reporting Persons, incorporated by reference to Exhibit 24.1 to the Schedule 13D.

Exhibit 1

Letter, dated November 6, 2024, to the Board of Directors of the Issuer from Oaktree Capital Management, L.P.

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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.

Dated: November 6, 2024
	OAKTREE VALUE OPPORTUNITIES FUND, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE LONDON LIQUID VALUE OPPORTUNITIES FUND (VOF), L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE PHOENIX INVESTMENT FUND, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE CAPITAL MANAGEMENT, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE FUND GP I, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE CAPITAL HOLDINGS, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

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	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	BROOKFIELD ASSET MANAGEMENT ULC
	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Managing Director, Legal & Regulatory

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EXHIBIT 1

LETTER FROM THE BOARD OF DIRECTORS OF THE ISSUER FROM OAKTREE CAPITAL

MAANAGEMENT, L.P.

Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th floor Los Angeles, CA 90071 p [phone] oaktreecapital.com

November 6, 2024

Board of Directors

Indivior PLC

10710 Midlothian Turnpike, Suite 125

North Chesterfield, Virginia 23235

To the Members of the Board of Directors:

As you know, Oaktree Capital Management, L.P. (“Oaktree”, “we” or “us”) advises certain funds that, in aggregate, own approximately 7.5% of the ordinary shares of Indivior PLC (“Indivior” or the “Company”), making us one of the Company’s largest shareholders. 

It is unacceptable that Indivior’s stock price has plummeted more than 50% in the past year. In the face of that value destruction, Oaktree has attempted to engage constructively with the Company’s Board to address shareholder concerns and improve shareholder value. However, instead of coming to the table collaboratively and demonstrating that they are taking action, the Board and management seem to be doubling down on a failing strategy, ignoring competitive threats and allowing costs to spiral. The Board and management’s actions, or lack thereof, have caused Indivior to underperform the S&P Composite 1500 Pharmaceuticals Select Industry Index by (68%), (71%) and (77%), over a 1-year, 2-year and 3-year period respectively.¹

Rather than focusing on Indivior’s core product, Sublocade, the Company spent valuable time and money on unproductive acquisitions, a now-discontinued business line, and excessive R&D.  All the while, the Company essentially disregarded Brixadi’s entrance into the market by failing to take basic steps to protect Sublocade’s competitive position. As an example, the Company waited seven years after Sublocade’s initial FDA approval and more than a year after its competitor’s entry into the market before submitting its prior approval supplements to the FDA for Rapid Induction and Alternative Injection Sites – a pivotal step that would have solidified Sublocade’s dominant position and subdued the competitive threat from Brixadi. As a result, shareholders have suffered a more than 50% loss.

Indivior’s communications regarding its 2024 financial guidance serve as a telling example. At Indivior’s May 23, 2024 analyst teach-in event, management reiterated its full-year and long-term guidance metrics. Six weeks after that, management lowered its financial guidance: they cited Medicaid redetermination and a litany of other reasons but continued to dismiss the increasingly obvious competitive threat from Brixadi. Five months later, management took down guidance again, finally appearing to acknowledge an aggressive competitor. Management either didn’t recognize the competitive threat, or worse, they failed to appropriately alert the investing public about it.

To be clear, we strongly believe in the Company’s mission to alleviate the severe human suffering brought about by the opioid crisis and Sublocade’s key role. However, the rapid decline of shareholder value and the events of the past year – including a lack of focus and accountability by the Board and management, as well as failure to recognize and counter such a clear competitive threat – have exacerbated investor concerns around the Company’s strategy and the Board’s willingness and ability to hold management accountable.

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¹ As of November 5, 2024.

1

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Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th floor Los Angeles, CA 90071 p [phone] oaktreecapital.com

The Company must take immediate steps to address the following key concerns:

1)	Fix Capital Allocation Strategy and Cost Structure

Indivior’s capital allocation strategy has not produced results.

•

Opiant: the Company acquired Opiant in March 2023 for $145 million, which has yet to generate meaningful revenue from its key product, Opvee, despite it receiving FDA approval in May 2023.

•

Perseris: after significant R&D and operational expenses, management announced that it would discontinue sales and marketing of the product in July 2024, less than two months after reiterating guidance of peak sales of $200 to $300 million.

•

Manufacturing site: an $85 million investment2 to insource Sublocade and Perseris production seems misguided given the fate of Perseris and the minimal existing internal manufacturing process and know-how.

Indivior’s cost structure is bloated.

•

Costs continue to soar: from fiscal-year 2018 to 2023,adjusted operating expenses have increased by over 19% while revenue increased by only 4%.3

•

Operating expenses far exceed peers: Indivior’s operating expenses (excluding R&D) as a percentage of revenue have averaged almost 1400 basis points higher than its peers over the last five years.4

2)	Hold Management Accountable

The Company’s pattern of missteps must end.

•

The Board seemingly failed to push management to prepare for Brixadi’s market entry, despite common understanding of Brixadi’s desire (dating as far back as 2014) to compete with Sublocade in the U.S. market.  Furthermore, the Company:

o

Failed to timely counter potential, but addressable, weaknesses of Sublocade (the drug’s shelf life and FDA approval for rapid induction and alternate injection sites).

o

Didn’t appropriately prepare for competition in the criminal justice system channel, which led to the Company losing a material contract.

•

The management team has fallen short in its communication with the market, consistently understating material financial impacts, often despite direct questions on the subject. For example, they:

o

Stated there would be no impact on guidance from Medicaid redetermination disenrollments, then a few months later cited these disenrollments as a reason for the Company’s reduction in its financial outlook.

o

Said there would be no impact on financial performance from competition, then blamed competition for poor financials just a few months later.

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² Per November 9, 2023, investor presentation slide 11: $5.5 million upfront consideration, $30 million in assumed contract liabilities and capital expenditures of $45 to $55mm over the next three years.

³ Figures in aggregate.

⁴ Peers include Alkermes PLC, Jazz Pharmaceuticals PLC, Supernus Pharmaceuticals Inc., Pacira BioSciences Inc., Neurocrine Biosciences Inc., Collegium Pharmaceutical Inc. and Endo Inc.

2

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Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th floor Los Angeles, CA 90071 p [phone] oaktreecapital.com

3)	Align Board with Shareholders

We are deeply concerned that the Board has failed to hold management, and themselves, accountable for the Company’s failures and destruction of shareholder value. Further, the non-executive members of the Board hold no meaningful amount of stock, and, unlike most U.S.-listed companies, the Company does not promote alignment with shareholders by compensating non-executive directors in stock.

We believe that the Board must address these issues immediately and work with us to refresh the Board with directors who are committed to taking all steps necessary to improve shareholder value and hold management accountable as they seek to address the Company’s performance.

While we remain interested in working constructively with the Board, we believe it is evident that shareholders are extremely concerned about Indivior’s performance and direction and would support action to effectuate change if necessary.

We look forward to continuing our communications in the coming weeks.

Andrew Diego West

Managing Director

Value Opportunities

Oaktree Capital Management, L.P.

3

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