Indivior Holders Get 56.5% Of Combined Supernus After Merger Closes, Plus A $1.0 Billion Dividend
The merged drugmaker, led by CEO Jack Khattar, funded the $1.0 billion payout with a $650 million Citibank loan and cash on hand.
Supernus Pharmaceuticals closed its merger with Indivior Pharmaceuticals on Monday, and former Indivior stockholders now own approximately 56.5% of the combined company, with former Supernus holders at about 43.5%, on a fully diluted basis. Supernus, which develops central nervous system drugs, also borrowed $650 million from Citibank on the closing date to help pay a $1.0 billion one-time dividend to Indivior stockholders.
How the deal and the dividend were funded
The merger took effect at 8:18 a.m. Eastern on Monday, according to the 8-K. Each Supernus share converted into 1.5401 shares of Indivior, which was renamed Supernus, Inc.
Stockholders of Indivior immediately before closing are due a one-time special cash dividend of $1.0 billion in aggregate, the company said. The companies used a previously secured $650 million Citibank term loan for it, with the remainder coming from the combined company's cash on hand.
The loan is a senior secured facility, fully borrowed on Monday. It bears interest at Term SOFR plus 2.25% at first, then at Term SOFR plus a margin of 2.00% to 2.75% depending on the net leverage ratio. It carries a maximum leverage covenant and a minimum interest-coverage covenant, and it can be repaid without penalty.
An 11-product CNS drugmaker
Supernus makes medicines for Parkinson's disease, ADHD, epilepsy, migraine, postpartum depression and other conditions. Jack Khattar, President and CEO of Supernus, Inc., called the closing a "transformative milestone."
The combined company has an 11-product portfolio spanning opioid use disorder, psychiatry and neurology. Its five core growth drivers are Sublocade, Qelbree, Gocovri, Onapgo and Zurzuvae. Indivior reported record third-quarter Sublocade net revenue of $267 million. Days earlier, Supernus reported record quarterly revenue of $226.8 million.
The Rockville, Maryland, headquarters becomes the global base. The board has eight directors, four from each legacy company, and Tony Kingsley, previously an Indivior director, is chair.
Ticker switch on Tuesday
Supernus Pharmaceuticals shares are being delisted from Nasdaq. The combined company is expected to begin trading on the Nasdaq Global Market as SUPN on Tuesday and trades as INDV on Monday, the company said.
Supernus shares were at $41.94 in Monday morning trading, up 0.24% from the prior close.
The combined company's first day under the SUPN ticker is Tuesday.
Sources
- 8-K Filing — SUPERNUS PHARMACEUTICALS, INC. (SUPN) — SEC EDGAR
- Exhibit tm2628719d1_ex99-1.htm — SUPERNUS PHARMACEUTICALS, INC. 8-K exhibit — SEC EDGAR
- Indivior Pharmaceuticals (INDV) Shareholders Back Merger After Record Third Quarter — Yahoo Finance
- Supernus and Indivior Complete Merger Creating a — globenewswire.com
- Supernus Announces Third Quarter 2026 Financial Results — globenewswire.com
- Indivior Reports Third Quarter 2026 Financial Results — globenewswire.com
