On January 16, 2026 BridgeBio Pharma, Inc. (Nasdaq: BBIO) (the "Company," "we" or "BridgeBio"), a new type of biopharmaceutical company focused on genetic diseases, reported the pricing of $550 million aggregate principal amount of 0.75% convertible senior notes due 2033 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the offering, the Company granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of notes. The sale of the notes is expected to close on January 21, 2026, subject to customary closing conditions.
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The Company estimates that the net proceeds from the sale of the notes will be approximately $538.4 million (or approximately $619.3 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by the Company.
The Company intends to use the net proceeds from the offering to repurchase, settle future conversion obligations in respect of or repay at maturity a portion of the Company’s 2.50% convertible senior notes due 2027 (the "2027 notes") on or before the maturity date of the 2027 notes and for general corporate purposes, which may include working capital, capital expenditures and/or debt repayment. No assurance can be given as to how much, if any, of the 2027 notes will be repurchased with the net proceeds from the offering, the terms on which they will be repurchased or the timing of any such repurchases. This press release does not constitute an offer to purchase the 2027 notes.
The Company intends to use approximately $82.5 million of cash on hand to repurchase approximately 1.1 million shares of its common stock from certain purchasers of the notes in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof and entered into concurrently with the pricing of the notes, at a price per share equal to the last reported sale price of the common stock on the Nasdaq Global Select Market on January 15, 2026 (such transactions, the "share repurchases"). The share repurchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock prior to, concurrently with or shortly after the pricing of the notes, and may have resulted in a higher initial conversion price for the notes. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the market price of the notes and/or the market price of the Company’s common stock.
The notes will bear interest at a rate of 0.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2026. The notes will mature on February 1, 2033, unless earlier converted, redeemed or repurchased. Prior to November 1, 2032, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. Thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The notes will be convertible at the option of the holders, subject to certain conditions and during certain periods, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, with the form of consideration determined at the Company’s election.
The conversion rate will initially be 9.0435 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $110.58 per share of the Company’s common stock). The initial conversion price of the notes represents a premium of approximately 45% over the last reported sale price of the Company’s common stock the Nasdaq Global Select Market of $76.26 per share on January 15, 2026.
The Company may not redeem the notes prior to February 6, 2030. On or after February 6, 2030 and on or before the 21st scheduled trading day immediately before the maturity date of the notes, the Company may redeem for cash all or any portion of the notes, at its option at any time, and from time to time, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Holders of the notes will have the right to require the Company to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events.
When issued, the notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness and obligations, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
The notes and the shares of common stock issuable upon conversion of the notes, if any, are not being registered under the Securities Act, or the securities laws of any other jurisdiction. The notes and the shares of common stock issuable upon conversion of the notes, if any, may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
(Press release, BridgeBio, JAN 16, 2026, View Source;akT2wl3t2TsC_h9ugDYoQq4kPC4Jp6JRj305xUou8TaZLN2MDxiqH9Wgk5f2gw6HYlvJVsh4NIm75vqblvRooYI0C6f [SID1234662072])