We advised the representatives of the several initial purchasers on the offering

Davis Polk advised the representatives of the several initial purchasers in connection with a Rule 144A offering by Tempus AI, Inc. of $460 million aggregate principal amount of its 0.00% convertible senior notes due 2032. The offering included $60 million principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. In addition, Davis Polk advised the counterparties to the capped call transactions entered into in connection with the offering.

Tempus AI is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare. With one of the world’s largest libraries of multimodal data, and an operating system to make that data accessible and useful, Tempus provides AI-enabled precision medicine solutions to physicians to deliver personalized patient care and in parallel facilitates discovery, development and delivery of optimal therapeutics. The goal is for each patient to benefit from the treatment of others who came before by providing physicians with tools that learn as the company gathers more data.

The Davis Polk corporate team included partners Alan F. Denenberg and Yasin Keshvargar and associates Michael Kostukovsky and Cole Davis. The equity derivatives team included partner Caitlin L. Wood and counsel Katharine O’Banion. Partner Aliza Slansky and associate Georgianna Eck provided tax advice. Partner David R. Bauer provided intellectual property and data privacy advice. Members of the Davis Polk team are based in the Northern California and New York offices.