NEW YORK, June 21, 2018 /PRNewswire/ -- Wix.com Ltd.
(Nasdaq: WIX) ("Wix"), a leading global web development platform,
today announced the pricing of $385
million aggregate principal amount of 0% 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"). The size
of the offering was increased from the previously announced
$350 million aggregate principal
amount of notes. In connection with the Offering, Wix has granted
the initial purchasers of the Notes a 13 day option to purchase up
to an additional $57.8 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 June 26, 2018,
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
July 1, 2023, unless earlier
repurchased, redeemed or converted in accordance with their terms
prior to such date. The Notes will not be redeemable at Wix's
option prior to their maturity date except in the event of certain
tax law changes.
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 purchase price of 100% of their principal amount
plus any accrued and unpaid special interest. In connection with
certain corporate events or following Wix's delivery of a notice of
tax redemption, Wix will, under certain circumstances, increase the
conversion rate for holders who elect to convert their Notes in
connection with such corporate event or notice of tax redemption,
as the case may be.
The Notes will be convertible based on an initial conversion
rate of 7.0113 ordinary shares of Wix per $1,000 principal amount of Notes (equivalent to
an initial conversion price of approximately $142.63 per share, which represents a conversion
premium of approximately 35% to the last reported sale price of
Wix's ordinary shares on The Nasdaq Global Select Market on
June 21, 2018). Prior to the close of
business on the business day immediately preceding January 1, 2023, 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
January 1, 2023 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.
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;
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/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. The cap price of the capped call
transactions will initially be $211.30 per share, which represents a premium of
100% over the last reported sale price of the ordinary shares of
Wix of $105.65 per share on
June 21, 2018, 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 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 from time to
time 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, 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 $374 million (or
$430 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 the net proceeds from the Offering for the capped
call and 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 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 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, 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. 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 and (iii) 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.