Indivior Announces Proposed Convertible Senior Notes Offering

Indivior (Nasdaq: INDV) intends to offer $400 million aggregate principal amount of convertible senior notes due 2031, with a 30-day option for an additional $60 million.

Rhea-AI Summary

Indivior (Nasdaq: INDV) intends to offer $400 million aggregate principal amount of convertible senior notes due 2031, with a 30-day option for an additional $60 million. Notes will be senior, unsecured, pay semi-annual interest, and may be converted for cash and/or shares.

Indivior expects to use ~$239 million of net proceeds plus ~$102 million cash to repay its term loan and credit facility, up to ~$75 million to repurchase common stock concurrently, and the remainder for general corporate purposes.

Positive

• Proposed convertible notes totaling $400M (+ $60M option)
• Planned $239M net proceeds to repay term loan
• Concurrent $75M share repurchase to boost shareholder value

Negative

• Offering may dilute equity if notes convert into common stock
• Repurchase and debt repayment consume significant cash resources

Argus Mar 12 session

-6.00% close to close Open Argus

Details

News Market Reaction – INDV

In the Mar 12 session, INDV declined 6.00%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.0% in the session following this news. A negative reaction despite the company’s ...

Analysis

The stock moved -6.0% in the session following this news. A negative reaction despite the company’s prior uptrend would fit typical market sensitivity to convertible offerings. The planned $400 million issuance plus a $60 million option can raise dilution concerns, even though about $239 million is earmarked for repaying borrowings and up to $75 million for share repurchases. With INDV trading above its $26.11 200‑day average at $32.83, investors may reassess valuation versus added capital structure complexity.

Key Figures

Convertible notes size: $400,000,000 Overallotment option: $60,000,000 Debt repayment use: $239 million +5 more

Convertible notes size

$400,000,000

Aggregate principal amount of convertible senior notes due 2031

Overallotment option

$60,000,000

Additional principal amount available to initial purchasers for 30 days

Debt repayment use

$239 million

Net proceeds earmarked to repay and terminate term loan and revolver

Cash on hand used

$102 million

Company cash to be combined with proceeds for debt repayment

Share repurchase size

$75 million

Up to this amount to repurchase common stock concurrent with pricing

Conversion trigger premium

130%

Stock price threshold vs. conversion price for optional redemption

Notes maturity date

March 15, 2031

Scheduled maturity of the convertible senior notes

Redemption start date

March 20, 2029

Earliest date issuer may redeem notes, subject to conditions

Historical Context

5 past events · Latest: Mar 11

5 events

1. Mar 11

   Clinical outcomes study

   24h Move

   -1.5%

   Real‑world SUBLOCADE adherence linked to lower healthcare utilization and costs.

2. Feb 26

   Earnings release

   24h Move

   +0.2%

   Record SUBLOCADE revenues and solid 2026 guidance with new buyback authorization.

3. Feb 24

   Investor conferences

   24h Move

   +0.4%

   Planned participation in March healthcare investor conferences and fireside chat.

4. Jan 28

   Earnings date notice

   24h Move

   +0.6%

   Announcement of Q4 and full‑year 2025 results timing and webcast details.

5. Jan 26

   Corporate redomiciliation

   24h Move

   +1.9%

   Completion of move to U.S. domicile with continued Nasdaq listing under INDV.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, qualified institutional buyers, rule 144a, fundamental change, +3 more

7 terms

convertible senior notes financial

"announced its intention to offer ... aggregate principal amount of convertible senior notes due 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

qualified institutional buyers regulatory

"in a private offering to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"pursuant to Rule 144A under the Securities Act of 1933, as amended"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

fundamental change financial

"If certain events that constitute a “fundamental change” occur, then, subject to a limited exception"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

term loan financial

"to repay borrowings under and terminate the note purchase agreement that governs its term loan and revolving credit facility"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

revolving credit facility financial

"repay borrowings under and terminate the note purchase agreement that governs its term loan and revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

redemption price financial

"The redemption price will be equal to the principal amount of the notes to be redeemed"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RICHMOND, Va., March 12, 2026 (GLOBE NEWSWIRE) -- Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) today announced its intention to offer, subject to market and other conditions, $400,000,000 aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Indivior also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $60,000,000 principal amount of notes.

The notes will be senior, unsecured obligations of Indivior, will accrue interest payable semi-annually in arrears and will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Indivior will settle conversions by paying or delivering cash and, if applicable, shares of its common stock.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Indivior’s option at any time, and from time to time, on or after March 20, 2029 and on or before the 25th scheduled trading day before the maturity date, but only if the last reported sale price per share of Indivior’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Indivior to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The final terms of the notes, including the interest rate, initial conversion rate and certain other terms of the notes, will be determined at the pricing of the offering.

Indivior intends (1) to use approximately $239 million of the net proceeds from the offering together with approximately $102 million of cash on hand to repay borrowings under and terminate the note purchase agreement that governs its term loan and revolving credit facility, (2) to use up to approximately $75 million of the net proceeds from the offering to repurchase shares of its common stock from certain purchasers of the notes concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof, at a price per share that is expected to equal the last reported sale price per share of the common stock on The Nasdaq Global Select Market as of the date of the pricing of the notes and (3) the remainder of the net proceeds from the offering for general corporate purposes.

The concurrent repurchases of up to approximately $75 million of common stock described above could increase (or reduce the size of any decrease in) the market price of the common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes.

The notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Indivior

As the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized the science of addiction medicine — developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions, and communities, we are powering recovery and renewing hope.

Important Cautionary Note Regarding Forward-looking Statements

Certain statements contained herein are forward-looking statements. Forward-looking statements include, among other things, express and implied statements pertaining to: (i) whether Indivior will offer and issue the notes; (ii) the completion, timing and size of the proposed offering; (iii) the intended use of the net proceeds from the offering; (iv) the terms of the notes being offered; (v) Indivior’s expectations regarding the effects of the concurrent common stock repurchases; and (vi) statements containing the words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “forecast,” “strategy,” “target,” “guidance,” “outlook,” “potential,” “project,” “priority,” “may,” “will,” “should,” “would,” “could,” “can,” “outlook,” the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future. Actual results may differ materially from those expressed or implied in such statements because they relate to future events. For information about some additional risks and important factors that could affect our future results and financial condition, see the discussion of “Risk Factors” in our Annual Report on Form 10-K filed February 26, 2026 and our other filings with the SEC.

We have based the forward-looking statements in this release on our current expectations and beliefs concerning future events. Forward-looking statements contained in this release speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement.

For Further Information

Investors:
Jason Thompson
Indivior Pharmaceuticals
Tel: 804-402-7123
E-mail: jason.thompson@indivior.com

Media:
Cassie France-Kelly
Indivior Pharmaceuticals
Tel: 804-594-0836
E-Mail: Indiviormediacontacts@indivior.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Indivior's proposed $400M convertible notes (INDV)?

The notes are senior, unsecured, due March 15, 2031, with semi-annual interest payments. According to the company, final interest rate and conversion rate will be set at pricing; holders may convert under specified conditions for cash and/or shares.

How will Indivior (INDV) use the proceeds from the convertible notes offering?

Indivior will use about $239 million plus $102 million cash to repay its term loan and credit facility. According to the company, up to $75 million will be used for concurrent share repurchases and the remainder for general corporate purposes.

What does the concurrent $75M share repurchase mean for INDV shareholders?

A concurrent repurchase could support the stock price and raise the effective conversion price. According to the company, up to $75 million of net proceeds will buy shares in privately negotiated transactions at the pricing-day last reported sale price.

When can Indivior redeem or repurchase the convertible notes (INDV)?

Redemption may occur on or after March 20, 2029 if share price exceeds 130% of conversion price and conditions are met. According to the company, noteholders may require repurchase on a fundamental change at specified cash repurchase prices.

Who is eligible to purchase Indivior's convertible notes (INDV) and will the notes be registered?

The notes will be offered only to qualified institutional buyers under Rule 144A and will not be registered under the Securities Act. According to the company, resales will rely on exemptions from registration and be subject to transfer restrictions.