NEW YORK, Aug. 11, 2020 /PRNewswire/ -- Wix.com Ltd.
(Nasdaq: WIX) ("Wix"), a leader in website creation, today
announced the pricing of $500 million
aggregate principal amount of 0% Convertible Senior Notes due 2025
(the "Notes") in a private offering (the "Offering") to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). In connection with the
Offering, Wix has granted the initial purchasers of the Notes an
option to purchase, within a 13-day period beginning on, and
including, the date on which the Notes are first issued, up to an
additional $75 million aggregate
principal amount of the Notes solely to cover over-allotments. The
sale of the Notes to the initial purchasers is expected to settle
on August 13, 2020, subject to
customary closing conditions.
The Notes will not bear regular interest, and the principal
amount of the Notes will not accrete. The Notes will mature on
August 15, 2025, unless earlier
repurchased, redeemed or converted in accordance with their terms
prior to such date. The Notes will be convertible based on an
initial conversion rate of 2.4813 ordinary shares of Wix per
$1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately
$403.01 per share, which represents a
conversion premium of approximately 45.0% to the last reported sale
price of Wix's ordinary shares on The Nasdaq Global Select Market
on August 10, 2020). Prior to the
close of business on the business day immediately preceding
February 15, 2025, the Notes will be
convertible at the option of the holders of the Notes only upon the
satisfaction of specified conditions and during certain periods. On
or after February 15, 2025 until the
close of business on the second scheduled trading day preceding the
maturity date, the Notes will be convertible at the option of the
holders of Notes at any time regardless of these conditions.
Conversions of the Notes will be settled in cash, ordinary shares
of Wix or a combination thereof, at Wix's election.
Wix may not redeem the Notes prior to August 21, 2023, except in the event of certain
tax law changes. On or after August 21,
2023, Wix may redeem, for cash, all or part of the Notes if
the last reported sale price of its ordinary shares has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which Wix provides notice of the redemption at a redemption
price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date.
Holders of the Notes will have the right to require Wix to
repurchase all or a portion of their Notes upon the occurrence of a
fundamental change (as defined in the indenture governing the
Notes) at a cash repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, plus any accrued and
unpaid interest to, but excluding, the fundamental change
repurchase date. In connection with certain corporate events or
following Wix's delivery of a notice of redemption, Wix will, under
certain circumstances, increase the conversion rate for a holder
who elects to convert its Notes in connection with such corporate
event or to convert its Notes called for redemption in connection
with such notice of redemption, as the case may be.
When issued, the Notes will be Wix's senior unsecured
obligations and will rank senior in right of payment to any of
Wix's unsecured indebtedness that is expressly subordinated in
right of payment to the Notes; equal in right of payment to any of
Wix's unsecured indebtedness that is not so subordinated (including
Wix's 0% Convertible Senior Notes due 2023); effectively junior in
right of payment to any of Wix's secured indebtedness to the extent
of the value of the assets securing such indebtedness; and
structurally junior to all indebtedness and other liabilities
(including trade payables) of Wix's subsidiaries.
In connection with the pricing of the Notes, Wix has entered
into privately negotiated capped call transactions with certain of
the initial purchasers of the Offering or their respective
affiliates and other financial institutions (in this capacity, the
"Option Counterparties"). The capped call transactions are expected
generally to reduce the potential dilution to the ordinary shares
of Wix upon any conversion of Notes and/or to offset any cash
payments Wix is required to make in excess of the principal amount
of converted Notes, as the case may be, with such reduction and/or
offset subject to a cap. The cap price of the capped call
transactions will initially be $555.88 per share, which represents a premium of
100% over the last reported sale price of the ordinary shares of
Wix of $277.94 per share on
August 10, 2020, and is subject to
certain adjustments under the terms of the capped call
transactions. If the initial purchasers of the Offering exercise
their option to purchase additional Notes, Wix expects to enter
into additional capped call transactions with the Option
Counterparties.
Wix has been advised that, in connection with establishing their
initial hedges of the capped call transactions, the Option
Counterparties or their respective affiliates expect to purchase
ordinary shares of Wix and/or enter into various derivative
transactions with respect to the ordinary shares of Wix
concurrently with or shortly after the pricing of the Notes. This
activity could increase (or reduce the size of any decrease in) the
market price of the ordinary shares of Wix, the Notes and Wix's 0%
Convertible Senior Notes due 2023 at that time. In addition, the
Option Counterparties or their respective affiliates may modify
their hedge positions by entering into or unwinding various
derivatives with respect to the ordinary shares of Wix and/or by
purchasing or selling ordinary shares or other securities of Wix in
secondary market transactions from time to time prior to the
maturity of the Notes (and are likely to do so following any
conversion, repurchase, or redemption of the Notes, to the extent
Wix exercises the relevant election under the capped call
transactions). This activity could also cause or avoid an increase
or a decrease in the market price of the ordinary shares of Wix or
the Notes, which could affect the ability of holders of Notes to
convert the Notes and, to the extent the activity occurs during any
observation period related to a conversion of the Notes, it could
affect the number of ordinary shares of Wix, if any, and value of
the consideration that holders of Notes will receive upon
conversion of the Notes.
In addition, if any such capped call transactions fail to become
effective, whether or not the Offering is completed, the Option
Counterparties party thereto or their respective affiliates may
unwind their hedge positions with respect to the ordinary shares of
Wix, which could adversely affect the value of the ordinary shares
of Wix and, if the Notes have been issued, the value of the
Notes.
Wix estimates that the net proceeds from the Offering will be
approximately $486.3 million (or
$559.4 million if the initial
purchasers exercise their over-allotment option in full), after
deducting fees and estimated offering expenses payable by Wix.
Wix intends to use $40 million
of the net proceeds from the Offering to pay the cost of the capped
call transactions. Wix may also use a portion of the net
proceeds to acquire complementary businesses, products, services or
technologies. However, Wix has not entered into any agreements for
or otherwise committed to any specific acquisitions at this time.
Wix intends to use any remaining net proceeds from the
Offering for general corporate purposes. If the initial
purchasers exercise their over-allotment option, Wix expects to use
a portion of the net proceeds from the sale of the additional Notes
to enter into additional capped call transactions with the Option
Counterparties and the remaining net proceeds for general corporate
purposes.
The Notes were offered only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the Notes and the ordinary
shares of Wix potentially issuable upon conversion of the Notes, if
any, have not been, and will not be, registered under the
Securities Act, any state securities laws or the securities laws of
any other jurisdiction, and unless so registered, the Notes and
such shares, if any, may not be offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes (or any ordinary shares of Wix issuable upon
conversion of the Notes) in any state or jurisdiction in which the
offer, solicitation, or sale would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
About Wix.com Ltd.
Wix is leading the way with a cloud-based development platform
for over 180 million registered users worldwide. Wix was founded on
the belief that the Internet should be accessible to everyone to
develop, create and contribute. Through free and premium
subscriptions, the Wix website builder and complete product
platform empowers millions of businesses, organizations, artists
and individuals to take their businesses, brands and workflow
online. The Wix Editor, Wix ADI, Editor X, a highly curated
App Market, Ascend by Wix and Corvid
by Wix enable users to build and manage a fully integrated and
dynamic digital presence. Wix's headquarters are in Tel Aviv with offices in Be'er Sheva,
Berlin, Denver, Dnipro, Dublin, Kiev,
Los Angeles, Miami, New
York, Phoenix, San Francisco, São Paulo, Tokyo and Vilnius.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and
uncertainties. Such forward-looking statements may include,
among other things, expectations regarding actions of the Option
Counterparties and their respective affiliates; the satisfaction of
customary closing conditions with respect to the Offering and the
anticipated use of the net proceeds of the Offering, and may be
identified by words like "anticipate," "assume," "believe,"
"aim," "forecast," "indication," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "outlook," "future," "will," "seek" and similar terms or
phrases. The forward-looking statements contained in this
document are based on management's current expectations, which are
subject to uncertainty, risks and changes in circumstances that are
difficult to predict and many of which are outside of our
control.
Important factors that could cause actual outcomes to differ
materially from those indicated in the forward-looking statements
include, among others, the uncertainty surrounding the duration and
severity of COVID -19 and its effects on our business; the risk
that the Offering will not be consummated; and changes in global,
national, regional or local economic, business, competitive,
market, regulatory and other factors discussed under the heading
"Risk Factors" in the Company's 2019 annual report on Form 20-F
filed with the Securities and Exchange Commission on April 2, 2020. Any forward-looking statement made
by Wix in this press release speaks only as of the date
hereof. Factors or events that could cause Wix's actual
results to differ may emerge from time to time, and it is not
possible for Wix to predict all of them. Wix undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
Investor Relations:
Maggie O'Donnell
ir@wix.com
914-267-7390
Media Relations:
pr@wix.com
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SOURCE Wix.com Ltd.