RBP Global Holdings Limited, a limited company organized under the laws of England and Wales, recently announced amendments to its Note Purchase Agreement, dated as of November 4, 2024, as affected by a Limited Consent No. 1 to Note Purchase Agreement dated September 24, 2025. The amendments are made in light of a Specified Change of Control, related to Indivior Pharmaceuticals, Inc., a Delaware corporation, becoming the ultimate parent company of Indivior PLC.
The U.S. Domestication, as part of Indivior UK’s previously announced intention to change its corporate domicile to the United States, became effective after the close of market trading on January 23, 2026. As a result, the Scheme of Arrangement was completed, making Indivior UK a wholly-owned subsidiary of Indivior U.S.
In connection with these transactions, the Issuer requested that the Note Purchase Agreement be amended to reflect that financial statements, the financial position, the results of operation, cash flows, and other financial matters will be reported at TopCo and its Subsidiaries and to make other changes to the Note Purchase Agreement.
The amendments became effective on the date when the conditions set forth were satisfied or waived by the Required Holders (the “First Amendment Effective Date”). The conditions included the U.S. Domestication Effective Date occurring and no Default or Event of Default continuing.
As a result of these amendments, the Amended Note Purchase Agreement replaces the original Note Purchase Agreement. All references in the Note Documents to the Compliance Certificate have been replaced, and the Amendment includes various representations and warranties by the Issuer.
The Amendment has been duly executed by RBP Global Holdings Limited, Piper Sandler Finance LLC as the Agent, and the Required Holders, including Brickyard Direct (SLF) Holdings A, L.P., Cactus Direct Holdings, L.P., CST Specialty Holdings, L.P., Halite 2024 Direct (Jersey) Limited, among others.
These amendments and the Note Purchase Agreement are governed by the laws of the state of New York, and any claims or disputes are to be interpreted in accordance with these laws. Additionally, the parties have waived their right to a trial by jury in any suit, action, proceeding, or counterclaim arising out of or relating to the Agreement or the transactions contemplated.
Today the company's shares have moved -1.05% to a price of $32.54. Check out the company's full 8-K submission here.
