Effective at 8:18 a.m. Eastern on November 2, Artemis Merger Sub merged into Supernus Pharmaceuticals, Inc. Supernus survived as a wholly owned subsidiary of Indivior Pharmaceuticals, Inc., which immediately renamed itself Supernus, Inc. The companies call it an all-stock merger of equals. Legally, Supernus Pharmaceuticals is the acquired company: its stockholders received 1.5401 Indivior shares for each share they held and now own about 43.5 percent of the combined company on a fully diluted basis. Former Indivior holders own about 56.5 percent. The joint proxy statement says Supernus will be treated as the accounting acquirer, so its history becomes the combined company’s financial history.
Indivior’s holders are also due a one-time special dividend of $1.0 billion in aggregate, $8.13 a share, to holders of record on October 30. It is payable on or about November 6 and had not been paid when the closing documents were filed. Supernus stockholders are not entitled to it on the shares they received in the merger. That dividend, and the debt that pays for most of it, are what changed the balance sheet the two sets of holders now share.
How the dividend works
The merger agreement fixes the aggregate, not the per-share figure. The per-share amount is $1.0 billion divided by Indivior’s shares outstanding on the record date plus the shares underlying its equity awards. Indivior reported 118.0 million shares outstanding on October 9. A $1.0 billion total at $8.13 implies about 123.0 million shares in the denominator, so roughly 5 million underlie awards (Behavioral Wire arithmetic; the record-date counts are not in the filings reviewed). Award holders receive the same $8.13 per underlying share when their awards vest.
Indivior’s board declared the dividend on September 16, contingent on closing. It was in the structure from the start. The Indivior stockholder voting agreement signed August 1 ended if the merger agreement were amended, without the stockholder’s consent, to cut the dividend or change its form, so the exchange ratio was set with the dividend known.
Who pays it matters. The dividend was declared before the closing, but under the merger agreement the combined company supplies the cash to Indivior’s transfer agent immediately after the effective time, for payment to the pre-merger record holders. The money comes from the combined company’s balance sheet after the merger, not from Indivior’s before it.
What funds it
The companies say the dividend was financed with a $650 million senior secured term loan from Citibank, drawn in full on November 2, and the rest from the combined company’s existing cash, about $350 million by simple subtraction. The borrower is the combined company. Supernus Pharmaceuticals and certain subsidiaries in the United States, England and Wales, Scotland and Northern Ireland guarantee the loan, and a first-priority lien covers substantially all of the borrowers’ and guarantors’ property.
The loan bears interest at Term SOFR plus 2.25 percent at first, then at SOFR plus 2.00 to 2.75 percent depending on net leverage. The proxy statement puts the cost of each 0.125-point move in SOFR at about $0.8 million a year. The loan matures at the earlier of five years from closing and 91 days before the 2031 convertible notes mature on March 15, which is December 14, 2030 (Behavioral Wire arithmetic). Covenants cap total net leverage at 3.25 times for quarters before December 31, 2027 and 3.00 times after, with 3.50 times allowed for a period following a qualifying acquisition, and set a minimum interest coverage of 3.00 times. The agreement’s definition of EBITDA lets the borrower add back run-rate cost savings and synergies from the merger, within a 20 percent cap that applies to several add-backs together.
The merger was not conditioned on financing. In a defined fallback scenario without the loan, the agreement substituted a $500 million cash dividend plus rights to $529.5 million within a year. Citi funded on the closing date, so that fallback did not apply.
Two numbers describe the price, and they are different things. In the proxy statement’s preliminary accounting, the purchase consideration for Indivior is $3.475 billion: 118 million shares at $29.45, which is Supernus’s August 25 price of $45.36 divided by the exchange ratio. The $1.0 billion dividend sits outside that figure, as a liability among the Indivior items acquired. A 10 percent move in the share price changes the consideration by about $347 million, per the filing.
What it does to leverage
At announcement the companies put pro forma net debt at about $878 million and net leverage under one times. Their footnote defines the numerator as reported net debt at June 30, adjusted for the $650 million of debt and the dividend payment and excluding transaction costs, financing fees and the costs of achieving synergies. The denominator is trailing adjusted EBITDA of $888 million, which includes expected annual cost synergies of $125 million. Those are the companies’ figures. Without the synergies the denominator is $763 million and the ratio is about 1.15 times (Behavioral Wire arithmetic: $888 million less $125 million, then $878 million divided by each).
The synergies are a management estimate. The proxy statement’s projections assume about $125 million of cost savings starting in 2027 and none in 2026, so none were realized in the trailing period the ratio uses. The excluded costs are not zero: the proxy statement’s pro forma balance sheet carries $50 million of cash severance and bonuses. Indivior’s own third-quarter adjusted EBITDA was $211 million, against $120 million a year earlier, so the June-based trailing figure is older than the latest quarter.
The dividend explains the change in leverage, and the loan only decides its form. Paying $1.0 billion cuts net cash by $1.0 billion whether it comes from debt or cash: gross debt rises $650 million and cash falls $350 million. Behavioral Wire arithmetic on September 30 balances: Indivior’s $332 million of cash and investments plus Supernus’s $359.5 million of cash and marketable securities is $691.5 million, against $550 million of convertible notes at face, about $141.5 million of net cash before the dividend. Afterward, gross debt is $1.2 billion and cash $341.5 million, a net debt of about $858.5 million, near the companies’ $878 million. Their footnote says net debt subtracts cash and cash equivalents; counting only those, Indivior’s $305 million and Supernus’s $175.9 million less the $350 million, leaves net debt of about $1.07 billion. The announcement does not say which cash counts. Management has given no repayment target in the documents reviewed.
The $550 million of 0.625 percent convertible notes is senior unsecured, with a $41.66 conversion price, a 35 percent premium to the $30.86 share price on March 12. Indivior’s March issue repaid its $333 million term loan in full, at an $18 million loss on extinguishment, and Indivior repurchased about $302 million of stock in the first half, taking shares from 125 million to 118 million. Counting the dividend, about $1.3 billion is returned to shareholders in 2026 (Behavioral Wire arithmetic: $302 million plus $1.0 billion). The notes’ $488 million carrying value sat in current liabilities on September 30 only because the dividend triggered a temporary conversion right; they revert to noncurrent after the record date.
What the combined company holds
Indivior’s third-quarter net revenue was $356 million, up 13 percent, and SUBLOCADE was $267 million, up 22 percent. U.S. SUBLOCADE revenue rose 24 percent to $252 million, which Indivior attributes primarily to 17 percent growth in dispensed units, adding that revenue also benefited from more favorable price and mix and gross-to-net adjustments. Adjusted EBITDA was $211 million at a 59 percent margin and GAAP net income $137 million. SUBLOCADE’s nine-month net revenue of $753 million exceeded all of Supernus’s $653.5 million.
Supernus reported third-quarter revenues of $226.8 million, up 18 percent. Qelbree contributed $90.8 million, GOCOVRI $42.6 million, ONAPGO $17.1 million and the ZURZUVAE collaboration $41.7 million, which is 50 percent of Biogen’s net revenues from the product. Oxtellar XR fell 34 percent and APOKYN 38 percent. Nine-month GAAP operating results were a $45.1 million loss including $56.5 million of impairments. By Behavioral Wire arithmetic on separately reported figures, SUBLOCADE was about 46 percent of the two companies’ combined third-quarter revenue, $267 million of $582.8 million. Qelbree was 40 percent of Supernus’s own revenue and is about 16 percent of the combined total.
Indivior’s research spending fell from $76 million to $33 million over nine months. Its 10-Q gives the cause: the company stopped pipeline development, discontinuing Phase 3 development of INDV-6001 and not advancing INDV-2000 internally, and says it is not pursuing any pipeline activities. Every clinical program in the combined company is therefore Supernus’s, led by Phase 2b studies of SPN-817 in focal seizures and SPN-820 in depression. Supernus spent $94.7 million on research over the same nine months.
What has not settled
No closing balance sheet or pro forma statements have been filed. On November 2 Nasdaq filed a Form 25 for Supernus Pharmaceuticals’ common stock and Supernus filed post-effective amendments to its S-8 registration statements. Section 12(b) deregistration and the end of its reporting obligations are later steps that the filings do not yet show. The combined company trades as INDV on November 2 and as SUPN on the Nasdaq Global Market from November 3.
Inherited obligations travel with the business. Opioid litigation is pending, alongside a multiparty shareholder action in England and Wales over the switch from SUBOXONE Tablets to Film, with $56 million of litigation settlements accrued at September 30. Reckitt, which manufactures SUBOXONE and SUBUTEX tablets for Indivior, will end its supply agreement on January 15, 2027, and Indivior says a replacement supplier’s agreement binds it only after that supplier’s process is validated, with the costs fixed or capped and not material. Supernus has an application pending to add a second supplier for ONAPGO, with approval possible by mid-2027. Four Indivior officers left at the effective time. Jack Khattar, who ran Supernus Pharmaceuticals, is chief executive and Tony Kingsley, previously an Indivior director, is board chair.
The documents fix the two halves together. Indivior’s holders take 56.5 percent and $1.0 billion; Supernus’s former holders take 43.5 percent of a company that borrowed to pay it. Whether that is a fair price is not something the filings settle, and the leverage they report depends on synergies that have not yet been realized.