Novavax greenshoe exercised, lifts 3.75% convertibles to $325 million

By Marisa Wong

Morgantown, W.Va., Feb. 5 – Novavax, Inc. said the underwriters of its previously announced initial offering of 3.75% senior convertible notes due 2023 partially exercised their over-allotment option to purchase an additional $25 million of the notes.

Including the additional notes that closed on Friday, Novavax has issued a total of $325 million of the 3.75% convertible notes.

As previously reported, Novavax priced $300 million of the seven-year convertibles at par to yield 3.75% with an initial conversion premium of 22.5% on Jan. 25.

The notes had been talked with a 2.75% to 3.25% coupon and a 27.5% to 32.5% initial conversion premium. The deal was also upsized from $200 million.

The underwriters still have until Feb. 24 to exercise the remaining $5 million of the $30 million greenshoe.

Citigroup and JPMorgan were the joint bookrunners for the Rule 144A offering. Piper Jaffray and Guggenheim Securities acted as co-lead managers.

The notes are non-callable and have takeover protection.

Proceeds from the offering are earmarked for clinical-stage vaccine candidates, including phase 3 clinical trials of its RSV F Vaccine in older adults and pregnant women, as well as its other clinical and preclinical research programs, and for general corporate purposes.

In connection with the pricing of the notes, Novavax entered into privately negotiated capped-call transactions with one or more option counterparties.

Novavax is a biotechnology company based in Rockville, Md.

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