SecProbe.io

United States securities and exchange commission logo
March 14, 2023
Deanna Kirkpatrick, Esq.
Partner
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Re:ADC Therapeutics SA
Schedule TO-I filed March 6, 2023
File No. 005-91517
Dear Deanna Kirkpatrick:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in your offering materials.
Schedule TO-I filed March 6, 2023
Item 7. Source and Amount of Funds or Other Consideration, page 3
1.The cross reference in Item 7(b) to Section 6 of the Exchange Offer appears to be
inappropriate, as Section 6 sets forth the conditions to the consummation of the Exchange
Offer rather than any material conditions to any financing of consideration to be provided
in the Exchange Offer.  See Item 1007(b) of Regulation M-A.  Please revise.
Exhibit (a)(1)(A) – Offer to Exchange Eligible Options for New Options
Conditions of the Exchange Offer, page 20
2.Refer to the condition listed in the first bullet point in this section. Subpart (iii) of this
condition allows you to terminate the offer if there occurs any change that "could
materially affect our business, condition (financial or other), assets, income, operations,
prospects or share ownership."  As drafted, the condition is extremely broad, since it is not
linked to any negative changes in these metrics.  Please revise or advise. Refer also to the

 FirstName LastNameDeanna Kirkpatrick, Esq.
 Comapany NameDavis Polk & Wardwell LLP
 March 14, 2023 Page 2
 FirstName LastNameDeanna Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
March 14, 2023
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third from the last bullet point on page 21.
3.Refer to the condition listed in the first bullet point at the top of page 21.  Given recent
events, revise to clarify what is meant by "any suspension of payments with respect to
banks in the United States."  Specifically, explain whether this condition is triggered by a
suspension of payments by one or more than one (specify how many) banks in the United
States.  If this condition was triggered by recent events, please so indicate and revise to
explain how ADC Therapeutics intends to proceed.
Information Concerning ADC Therapeutics; Financial Information, page 22
4.Refer to Item 10 of Schedule TO.  To the extent that you are incorporating by reference
financial statements in other filings by ADC Therapeutics, revise to expressly do so and to
identify where the specific information may be found within the applicable filing(s).  See
Instruction 3 to Item 10 of Schedule TO.
5.See our last comment above.  Where a filing person elects to incorporate by reference the
information required by Item 1010(a) of Regulation M-A, all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders.  See Instruction 6 to Item 10 of Schedule TO and telephone interpretation
I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone
Interpretations” available on the Commission’s website at http://www.sec.gov.  Please
revise to include the information required by Item 1010(c) of Regulation M-A in the
revised Offering Memorandum and disseminate the amended disclosure in the same
manner as the original offer materials.
6.In your response letter, explain why you do not believe pro forma financial information is
material in the context of this exchange offer, or revise to provide such information in the
amended disclosure document.  See Item 1010(b) of Regulation M-A and Item 10 of
Schedule TO.
7.Refer to Instruction 8 to Item 10 of Schedule TO.  To the extent that ADC Therapeutics'
financial statements are not prepared in accordance with US GAAP, please provide the
additional disclosure required by this Instruction.

 FirstName LastNameDeanna Kirkpatrick, Esq.
 Comapany NameDavis Polk & Wardwell LLP
 March 14, 2023 Page 3
 FirstName LastName
Deanna Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
March 14, 2023
Page 3

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions