JWCA acts as sole placement agent for Novavax on its $225 million overnight convertible exchange and new issuance

August 2025 | read press release

Transaction Background

Novavax, Inc. (“Novavax” or the “Company”) was interested in opportunistically refinancing its outstanding 2027 convertible

Novavax’s objectives for the refinancing transaction included:

  • Extend maturity on a majority of its outstanding $175 million 2027 convertible notes

  • Mitigate stock price risk typically seen in publicly-marketed convertible transactions

  • Raise incremental capital to balance sheet at attractive terms

  • Execute efficiently and minimize transaction costs

JWCA acted as sole placement agent for the transaction, providing the following support:

  • Advised on financing tactics and investor targeting to drive Company-friendly terms

  • Led investor outreach and execution of exchange and new issuance

  • Structured a concurrent share purchase by JWCA to mitigate hedging activity, allowing the transaction to be executed on an overnight basis

  • Assisted the Company with investor messaging and documentation review

Results

Novavax issued $225 million in new convertible notes due 2031 at attractive terms on an overnight basis in the form of a private placement with existing and new investors

  • Addressed a majority of its 2027 maturity by refinancing into a new convertible with a 4-year longer maturity while raising an additional ~$48 million in new money

  • Avoided stock price risk as the exchange was executed overnight after a confidential marketing process with existing convertible investors and several new investors

  • J. Wood Capital supported the transaction by purchasing $10mm of Novavax stock

This is JWCA’s third advisory assignment for the Company after advising Novavax on its convertible issuances in 2016 and 2022