Indivior's $8.13-per-share distribution was partly funded by loan
Key Facts
A new credit facility was entered into when Supernus and Indivior completed their merger, and the company borrowed the full amount at closing, according to a Supernus filing with the U.S. Securities and Exchange Commission. The company said the loan proceeds funded part of a special cash distribution to Indivior shareholders. Indivior's board had declared a distribution of $8.13 per share to shareholders of record on October 30. Payment of the distribution remained conditional on completion of the merger, and was expected on November 6. The financing was thus linked to the deal's completion and a cash payment to shareholders of the acquired company, alongside other purposes permitted under the agreement.
The agreement allows the proceeds to be used to complete the merger or refinance or repay certain outstanding debt, as well as to pay fees and expenses related to the transaction and the agreement, or for general purposes. The filing shows that the borrower is the merged company, Supernus, Inc., while Citibank, N.A. acted as administrative agent and participated as a lender. The filing did not name the other lenders. These arrangements took effect when the merger was completed on November 2, 2026, at 8:18 a.m. Eastern Time. Supernus Pharmaceuticals remained a wholly owned subsidiary of Indivior, which was renamed Supernus, Inc.
During the initial period, the facility carries an interest margin of 2.25 percentage points over the term Secured Overnight Financing Rate, or 1.25 points over the prime rate, at the company's option. This initial margin applies until the first quarterly financial statements are delivered, after which the margin changes based on leverage. The agreement permits full or partial repayment of the loan without penalty or premium, subject to the specified notice periods. The facility is secured by first-priority liens on most of the loan parties' existing and future tangible and intangible property, subject to exceptions. The collateral also includes guarantees from certain subsidiaries in the United States and the United Kingdom.
Indivior's third-quarter results showed revenue of $356 million, compared with $314 million in the same period a year earlier, an annual increase of 13%. Sublocade generated record quarterly revenue of $267 million, versus $219 million a year earlier, a gain of 22%. Over the same period, Supernus reported record total revenue of $226.8 million, up 18% from the corresponding quarter a year earlier. Indivior's chief financial officer said cash and investments reached $332 million at the end of the third quarter and that the company was on track to meet its 2026 financial guidance before the merger closed. He added that the guidance would no longer remain in effect after the deal closed.
Before closing, Indivior said the merged company would begin trading on Nasdaq under the ticker SUPN on November 3, 2026. Supernus said the combined entity expects to achieve annual cost savings of $125 million. Supernus shares closed at $41.92 on October 30, up from $40.77 on October 26, according to EL7 data. Those prices preceded completion of the deal, which took place on November 2. Payment of the special cash distribution was expected on November 6, according to an Indivior filing.