Invitae: Genetic Testing Company Sold to Labcorp for $239 Million
Invitae filed chapter 11 Feb 2024 with $1B+ liabilities; Labcorp acquired genetic testing business for $239M in going-concern sale.
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Invitae Corporation filed chapter 11 on February 13, 2024 in the U.S. Bankruptcy Court, District of New Jersey to run a court-supervised sale process for its medical genetics and data services business. Senior secured noteholders signed a transaction support agreement to back the process, committing to vote in favor of a plan after a sale. The company reported estimated assets of $500,000,001–$1 billion and estimated liabilities of $1,000,000,001–$10 billion in the Voluntary Petition. The case moved from filing to a sale order in under three months, with Labcorp Genetics Inc. acquiring the operating assets for approximately $239 million in cash plus non-cash consideration.
| Debtor(s) | Invitae Corporation |
| Court | U.S. Bankruptcy Court, District of New Jersey |
| Case Number | 24-11362 |
| Judge | Hon. Michael B. Kaplan |
| Petition Date | February 13, 2024 |
| Estimated Assets | $500,000,001–$1 billion |
| Estimated Liabilities | $1,000,000,001–$10 billion |
| Auction Date | April 17, 2024 |
| Sale Order Date | May 7, 2024 |
| Buyer | Labcorp Genetics Inc. |
| Sale Price | ~$239 million cash plus non-cash consideration |
Restructuring Overview
Invitae entered chapter 11 with a sale process supported by its senior secured noteholders under a transaction support agreement. The agreement committed the noteholders to the sale process and to voting in favor of a plan after a sale. The court granted authority to use cash collateral under an Interim Cash Collateral Order entered February 16, 2024 and a Final Cash Collateral Order entered March 18, 2024. No new DIP facility was announced.
Cash collateral terms. The Cash Collateral Motion required weekly or bi-weekly reporting to secured parties, a 12.5% negative variance limit on both total receipts and total disbursements during each test period, and a minimum liquidity threshold of $56.7 million. The Final Cash Collateral Order granted superpriority claims and liens on substantially all assets as adequate protection for the secured parties. Those provisions governed operating budgets and liquidity use during the marketing and auction period.
Bid procedures. The Bid Procedures Order was entered on February 16, 2024, setting the auction for April 17, 2024 at 10:00 a.m. ET, a sale objection deadline of April 29, 2024 at 4:00 p.m. ET, and a sale hearing for May 6, 2024 at 10:00 a.m. ET.
At the sale hearing, the court approved the sale of select assets to Labcorp Genetics Inc. and authorized the debtors to enter into the asset purchase agreement. The Sale Order referenced approximately $242.3 million in sale proceeds and included a reverse transition services agreement for collecting and remitting accounts receivable. Invitae described the transaction as a going-concern sale in its public announcement.
After the sale order, the debtors filed a Joint Plan of Reorganization and Disclosure Statement on May 9, 2024 and later filed a Second Amended Joint Plan on July 19, 2024. The plan structure addressed distribution of sale proceeds and resolution of remaining claims.
Company Background and Business Lines
Invitae described itself in the First Day Declaration as a medical genetics company providing genetic testing, digital health solutions, and data services to clinicians and health systems. The business focused on hereditary cancer testing, rare disease diagnostics, and personalized cancer monitoring. The First Day Declaration emphasized proprietary automation systems and bioinformatics platforms designed to manage test volume, interpret genetic variants, and deliver clinical reports. The asset base at filing spanned physical laboratory operations, software platforms, data assets, and commercial relationships with health systems.
| Segment | Core offering |
|---|---|
| Hereditary cancer | Genetic risk assessment and testing for hereditary cancer indications |
| Rare disease | Diagnostic genetic testing and variant analysis for rare conditions |
| Personalized cancer monitoring | Ongoing genetic surveillance and monitoring for oncology patients |
| Digital health solutions | Technology platforms supporting test ordering, reporting, and clinical workflows |
| Data services | Data analytics and services tied to the genetic testing platform |
SoftBank Group Corp. and Ark Investment Management were among the company's investors during its growth phase, as reported at the time of filing.
Prepetition Performance and Equity History
Invitae never turned a profit since its 2012 founding and posted a net loss of $1.34 billion for the first nine months of 2023. The stock went public in 2015 at $17.80 per share, reached $56.60 in 2020 during the pandemic-era boom in genetic testing, and fell to $0.019 by February 2024. NYSE initiated a delisting process because of the low price.
The DNA testing industry struggled to regain investor interest after the pandemic-era boom. MedTech Dive reported that Invitae was burning about $9–10 million per month at the time of filing.
Management statements. CEO Ken Knight said the company needed to address its debt position, describing the chapter 11 case as a balance-sheet restructuring rather than a change in the core business model. The filing followed 18 months of cost management and portfolio realignment, including expense reductions and business adjustments before entering court-supervised proceedings.
Sale Process and Labcorp Transaction
The Bid Procedures Order established the sale framework three days after the filing, with limited time between the February petition date and the April auction. MedCity News reported that Labcorp was selected at auction to acquire Invitae's genetic testing services, digital health solutions, and health data services. Fierce Biotech noted the acquisition added oncology and rare disease testing to Labcorp's genetic specialty testing business. MedTech Dive reported that Labcorp estimated annual revenue of $275–300 million from the acquired assets.
The court entered the sale order on May 7, 2024. Invitae announced a $239 million cash purchase price plus non-cash consideration, with the acquisition structured on a going-concern basis. The Sale Order referenced approximately $242.3 million in sale proceeds and included a reverse transition services agreement for collecting and remitting accounts receivable. The transaction was expected to close in the third quarter of 2024.
Advisors. Invitae retained Kirkland and Ellis LLP as lead counsel, Moelis and Company LLC as investment banker, and FTI Consulting as financial and communications advisor. Labcorp engaged Citi as financial advisor and Hogan Lovells and Kilpatrick Townsend as legal counsel.
Capital Structure and Plan Treatment
The Voluntary Petition listed estimated assets of $500,000,001–$1 billion and estimated liabilities of $1,000,000,001–$10 billion. The 2028 Senior Secured Notes were the primary funded debt instrument in the capital structure. Other secured and priority claims were treated as unimpaired under the plan, indicating the debtors expected those categories to be paid in full.
The Joint Plan of Reorganization divided claims and interests into multiple classes:
| Class | Description | Status | Treatment summary |
|---|---|---|---|
| Class 1 | Other Secured Claims | Unimpaired | Paid in full |
| Class 2 | Other Priority Claims | Unimpaired | Paid in full |
| Class 3 | 2028 Senior Secured Notes Claims | Impaired | Share in distributable value after priority claims |
| Class 6 | Parent Unsecured Claims | Impaired | Residual value after Classes 1–5 |
| Classes 9–10 | Parent Equity Interests | Impaired | No distribution |
| Intercompany | Intercompany Claims and Interests | Mixed | Reinstated or cancelled as specified |
A Second Amended Joint Plan was filed on July 19, 2024. The docket reflects continued claims administration activity, including omnibus objections, consistent with a wind-down process focused on distributing sale proceeds and resolving remaining claims.
Claims Administration
Claims administration continued after the plan filings. The docket includes a Plan Administrator Omnibus Objection filed in 2025, reflecting ongoing efforts to reconcile claims and reduce the claims pool before distributions. Kurtzman Carson Consultants, LLC dba Verita Global serves as the claims and noticing agent, maintaining the official claims register and distributing notices to creditors and parties in interest.
Key Timeline
| Date | Event |
|---|---|
| 2012 | Invitae founded |
| 2015 | IPO at $17.80 per share |
| 2020 | Stock reached $56.60 per share |
| February 13, 2024 | Chapter 11 petition filed in New Jersey |
| February 16, 2024 | Interim cash collateral order and bidding procedures order entered |
| March 18, 2024 | Final cash collateral order entered |
| April 17, 2024 | Auction held |
| May 7, 2024 | Sale order entered approving sale to Labcorp |
| May 9, 2024 | Joint plan and disclosure statement filed |
| July 19, 2024 | Second amended joint plan filed |
Frequently Asked Questions
What does Invitae do?
Invitae provides genetic testing, digital health solutions, and data services for clinicians and health systems, with core offerings in hereditary cancer testing, rare disease diagnostics, and personalized cancer monitoring.
When did Invitae file for chapter 11 and where is the case pending?
Invitae filed chapter 11 petitions on February 13, 2024 in the U.S. Bankruptcy Court, District of New Jersey.
What asset and liability ranges did Invitae report at filing?
The Voluntary Petition listed estimated assets of $500,000,001–$1 billion and estimated liabilities of $1,000,000,001–$10 billion.
What cash collateral controls governed the case?
The cash collateral orders required a 12.5% negative variance limit on receipts and disbursements, a minimum liquidity threshold of $56.7 million, and weekly or bi-weekly reporting, with adequate protection in the form of superpriority claims and liens.
Who bought Invitae's assets and for how much?
Labcorp Genetics Inc. acquired Invitae's genetic testing services, digital health solutions, and health data services for approximately $239 million in cash plus non-cash consideration. Later filings referenced approximately $242.3 million in sale proceeds.
How did the plan treat the senior secured notes and unsecured claims?
The Joint Plan of Reorganization treated Class 3 2028 Senior Secured Notes Claims as impaired and entitled to share in distributable value after priority claims, while Class 6 Parent Unsecured Claims were impaired and entitled to residual value after Classes 1 through 5.
Who is the claims agent for Invitae?
Kurtzman Carson Consultants, LLC dba Verita Global serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.
For more bankruptcy case analysis, visit ElevenFlo's bankruptcy blog.
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. Read our full disclaimer.