JWCA advises Adaptive Biotechnologies on its $345 million inaugural and upsized convertible and capped call transaction

June 2026 | read press release

Transaction Background

Adaptive Biotechnologies Corporation (“ADPT” or the “Company”) successfully raised an upsized $345 million (inclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 40.0% conversion premium)

The Company’s objectives included:

  • Raise capital to buy out its OrbiMed royalty obligations

  • Purchase a capped call and repurchase shares to protect against future dilution

  • Minimize stock price risk in a convertible issuance

Adaptive engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction

  • JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring

  • Accounting and tax analysis / implications

  • Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company

  • Shareholder messaging and investor composition on the day of marketing

  • Execution strategy, tactics, and timing

  • Syndicate structure and precedent data

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

Adaptive’s transaction was extremely well received by investors

  • 0.00% coupon and 40.0% conversion premium priced 5% higher than the company-friendly end of the marketed conversion premium range, matching the best pricing achieved by a health care issuer since March 2021

  • The convertible issuance was multiple times oversubscribed and received strong interest from long-only investors, allowing ADPT to upsize the transaction by 20%

  • The company’s share repurchase, capped call purchase and JWCA’s share purchase allowed the stock to decline just ~1.4%, compared to 5 – 10% in a typical offering

Capped call auction process produced considerable savings for Adaptive

J. Wood Capital Advisors purchased $10 million ADPT shares to support the transaction