Indivior prices $450 million convertible notes offering

Indivior Pharmaceuticals Inc. (NASDAQ: INDV) announced the pricing of $450 million in convertible senior notes due 2031, increasing the offering size from the previously announced $400 million. The pharmaceutical company also granted initial purchasers a 30-day option to purchase up to an additional $50 million in notes.

The notes carry a 0.625% annual interest rate, payable semi-annually on March 15 and September 15, beginning September 15, 2026. The notes mature March 15, 2031, unless earlier repurchased, redeemed or converted. The initial conversion rate is set at 24.0033 shares of common stock per $1,000 principal amount of notes, representing a conversion price of approximately $41.66 per share.

This conversion price represents a 35% premium over the last reported sale price of Indivior's common stock on the Nasdaq Global Select Market on March 12, 2026. The sale to initial purchasers is expected to settle March 17, 2026, subject to customary closing conditions.

Indivior estimates net proceeds of approximately $437.7 million after deducting discounts and expenses, or $486.4 million if purchasers fully exercise their additional purchase option. The company plans to use approximately $239 million of proceeds, along with $102 million of cash on hand, to repay borrowings and terminate its term loan and revolving credit facility.

An additional $75 million will be used to repurchase approximately 2.4 million shares of common stock from certain note purchasers in privately negotiated transactions. The remaining proceeds will be allocated for general corporate purposes.

The notes are redeemable at Indivior's option starting March 20, 2029, if the stock price exceeds 130% of the conversion price for a specified period and other conditions are met. The offering was conducted as a private placement to qualified institutional buyers under Rule 144A.

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