Novavax $175.25 million convertible senior notes offering

Davis Polk acted as special product counsel to the representatives of the initial purchasers on a Rule 144A offering by Novavax, Inc. of $175.25 million aggregate principal amount of 5.00% convertible senior notes due 2027, which included $25.25 million principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. Concurrently with the notes offering, Novavax also completed an underwritten public offering to sell 7,475,000 shares of its common stock, which included 975,000 shares of its common stock sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Novavax’s common stock. Novavax’s common stock is listed on the Nasdaq Global Select Market under the symbol “NVAX.”

Novavax is a biotechnology company that promotes improved health globally through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases. Novavax’s proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles designed to address urgent global health needs.

The Davis Polk equity derivatives team included partner Mark M. Mendez and associate Joseph Luizzi. Partner Lucy W. Farr and associate Betsy Johnson provided tax advice. All members of the Davis Polk team are based in the New York office.