By Abigail W. Adams
Portland, Me., Dec. 16 – Novavax Inc. priced an upsized $150 million of five-year convertible notes after the market close on Thursday at the midpoint of talk with a coupon of 5% and an initial conversion premium of 25%, according to a market source and a company press release.
Price talk was for a coupon of 4.75% to 5.25% and an initial conversion premium of 22.5% to 27.5%.
J.P. Morgan Securities LLC (lead left), Jefferies LLC and Cowen Inc. are bookrunners for the Rule 144A offering, which carried an upsized greenshoe of $25.25 million.
The initial size of the offering was $125 million with a greenshoe of $18.75 million.
The notes are non-callable until Dec. 22, 2025 and then subject to a 130% hurdle.
There is dividend and takeover protection.
Concurrently, the company priced a secondary offering of $65 million or 6.5 million shares at $10.00 per share.
The secondary offering carries a greenshoe of $9.75 million. The company initially planned a secondary offering of up to $125 million with a greenshoe of $18.75 million.
Net proceeds from the convertible notes offering are expected to be $142.2 million or will be $166.3 million if the greenshoe is exercised in full.
Proceeds will be used to support the commercial launch of Nuvaxovid, to repay or repurchase a portion of the $325 million outstanding 3.75% convertible notes due Feb. 1, 2023 and for other general corporate purposes.
Novavax is a Gaithersburg, Md.-based biotechnology company focused on vaccines.
| Issuer: | Novavax Inc.
|
| Amount: | $150 million
|
| Greenshoe: | $25.25 million
|
| Issue: | Convertible senior notes
|
| Maturity: | Dec. 15, 2027
|
| Bookrunners: | J.P. Morgan Securities LLC (lead left), Jefferies LLC and Cowen Inc.
|
| Coupon: | 5%
|
| Price: | Par
|
| Yield: | 5%
|
| Conversion premium: | 25%
|
| Conversion price: | $12.50
|
| Conversion rate: | 80
|
| Call options: | Non-callable until Dec. 22, 2025 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Dec. 15
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| Settlement date: | Dec. 20
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| Distribution: | Rule 144A
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| Talk: | Coupon of 4.75% to 5.25% and initial conversion premium of 22.5% to 27.5%
|
| Stock symbol: | Nasdaq: NVAX
|
| Stock price: | $10.00 in concurrent offering
|
| Market capitalization: | $888.66 million
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