NEW YORK, June 20, 2018 /PRNewswire/ -- Wix.com Ltd.
(Nasdaq: WIX) ("Wix"), a leading global web development platform,
today announced its intention to offer, subject to market
conditions and other factors, $350
million aggregate principal amount of Convertible Senior
Notes due 2023 (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 expects to grant the initial
purchasers of the Notes a 13-day option to purchase up to an
additional $52.5 million aggregate
principal amount of the Notes solely to cover over-allotments.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of Wix. Interest on the Notes will be
payable semi-annually in arrears, and the Notes will mature on
July 1, 2023, unless earlier
repurchased, redeemed or converted in accordance with their terms
prior to such date. Prior to January 1,
2023, the Notes will be convertible at the option of holders
only upon satisfaction of certain conditions and during certain
periods. Thereafter, the Notes will be convertible at any time
until the close of business on the second scheduled trading day
immediately prior to the maturity date. The Notes will be
convertible into cash, ordinary shares of Wix or a combination
thereof, with the form of consideration determined at Wix's
election. The Notes will not be redeemable at Wix's option prior to
their maturity date except in the event of certain tax law
changes.
In connection with the pricing of the Notes, Wix expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers of the Offering or their
respective affiliates and/or 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. 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 or the Notes 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
following the pricing of the Notes and prior to the maturity of the
Notes (and are likely to do so during any observation period
related to a conversion of Notes). 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 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 intends to use a portion of the net proceeds from the
Offering to pay the cost of the capped call transactions. Wix
intends to use any remaining net proceeds from the Offering for
general corporate purposes. If the initial purchasers exercise
their option to purchase additional Notes, 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 for general corporate purposes.
The Notes will be 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 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 130 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, Wix empowers millions of businesses, organizations,
artists, and individuals to take their businesses, brands and
workflow online. The Wix Editor, Wix ADI, a highly curated
App Market, and Wix Code 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, Dnipro,
Kiev, Los Angeles, Miami, New
York, San Francisco, São
Paulo and Vilnius.
Forward-Looking Statements
This press release contains forward-looking statements,
including, among other things, about whether Wix will be able to
consummate the Offering, the terms of the Offering and the capped
call transactions, expectations regarding actions of the Option
Counterparties and their respective affiliates and the satisfaction
of customary closing conditions with respect to the Offering. The
words such as "may," "should," "will," "believe," "expect,"
"anticipate," "target," "project," and similar phrases that denote
future expectations or intent are intended to identify
forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events.
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties,
and other factors that may cause actual results, performance, or
achievements to differ materially, including (i) changes as a
result of market conditions or for other reasons, (ii) the risk
that the Offering will not be consummated, (iii) the risk that the
capped call transactions will not become effective and (iv) the
impact of general economic, industry or political conditions in
the United States or
internationally.
The forward-looking statements contained in this press release
are also subject to additional risks, uncertainties, and factors,
including those more fully described in Wix's filings with the
Securities and Exchange Commission, including its annual report on
Form 20-F filed with the Securities and Exchange Commission on
March 29, 2018. Further information
on potential risks that could affect actual results will be
included in the subsequent periodic and current reports and other
filings that Wix makes with the Securities and Exchange Commission
from time to time.
Investor Relations:
Maggie O'Donnell
ir@wix.com
415-223-2624
Media Relations:
Vivian Hernandez
pr@wix.com
415-517-6539
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SOURCE Wix.com Ltd.