Adaptive Biotechnologies prices $300M convertible notes due 2031
Adaptive Biotechnologies Corporation (Nasdaq: ADPT) priced an offering of $300 million in aggregate principal amount of 0% convertible senior notes due 2031, according to a company statement. The offering was upsized from an initially announced $250 million.
The notes are scheduled to settle on June 22, 2026, subject to customary closing conditions. Adaptive Biotechnologies also granted initial purchasers an option to buy up to an additional $45 million in aggregate principal amount of notes within 13 days of issuance.
The notes carry no regular interest, mature on July 1, 2031, and have an initial conversion price of approximately $24.11 per share, representing a 40% premium over the June 16, 2026 closing price of $17.22. The initial conversion rate is 41.48 shares per $1,000 principal amount.
Adaptive Biotechnologies estimates net proceeds of approximately $290.8 million, or approximately $334.5 million if the purchasers' option is fully exercised. The company plans to use approximately $22.3 million to fund capped call transactions, with a cap price of $34.44 per share — a 100% premium to the June 16 closing price. An additional $25 million will be used to repurchase 1,451,800 shares of common stock in privately negotiated transactions. The remainder is intended for repayment of the OrbiMed Purchase Agreement, general corporate purposes, and initiatives in its Minimal Residual Disease business.
The notes are redeemable at the company's option on or after July 1, 2029, subject to the common stock trading above 130% of the conversion price for a specified period.
The notes have not been registered under the Securities Act of 1933 and are being offered only to qualified institutional buyers under Rule 144A.
