JWCA advises novavax on its upsized $175 million convertible offering

december 2022 | read press release

Transaction Background

Novavax, Inc (“NVAX”) executed a dual-tranche offering of $74.75 common equity and $175.25mm convertible debt to raise capital and strengthen its balance sheet

Company objectives:

• Add cash to the balance sheet in anticipation of the upcoming convertible maturity on Feb 1, 2023, and for general corporate purposes

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

JWCA provided extensive analysis for NVAX on deal structuring and related items, such as:

• Re-financing analysis

• Convertible structuring

• Syndicate structure and precedent data

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

• Shareholder messaging

JWCA provided advice, support and analysis throughout the execution process

Results

Novavax was well received by investors, despite broad market volatility, a day after the Fed meeting

• The convertible was upsized due to strong investor demand

• The transaction was multiple times oversubscribed

• The transaction priced at the mid-points of both the marketed coupon and conversion premium range

NVAX was able to raise their targeted amount of capital with the dual-tranche structure, which allowed the Company to optimize between dilution and debt balance