WisdomTree Announces Private Offering of $150.0 Million of Convertible Senior Notes
June 09 2021 - 4:05PM
WisdomTree Investments, Inc. (NASDAQ: WETF) (“WisdomTree”) today
announced its intention to offer, subject to market conditions and
other factors, $150.0 million aggregate principal amount of its
convertible senior notes due 2026 (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”). WisdomTree also expects to grant the
initial purchaser of the notes an option to purchase, for
settlement during a period of 13 days from, and including, the date
the notes are first issued, up to an additional $22.5 million
aggregate principal amount of the notes.
WisdomTree intends to use the net proceeds from the offering to
repurchase approximately $30 million of shares of its common stock,
with the remainder to be used for working capital and other general
corporate purposes, which may include debt retirement, organic and
inorganic growth initiatives and common stock repurchases.
Prior to March 15, 2026, the notes will be convertible at the
option of the holders of the notes only upon the satisfaction of
certain conditions and during certain periods, and thereafter, at
any time until the close of business on the second scheduled
trading day immediately preceding the maturity date. Upon
conversion, WisdomTree will pay cash up to the aggregate principal
amount of the notes to be converted. At its election, WisdomTree
will also settle its conversion obligation in excess of the
aggregate principal amount of the notes being converted in either
cash, shares of its common stock or a combination of cash and
shares of its common stock. The notes will also be redeemable, in
whole or in part, for cash at WisdomTree’s option at any time, and
from time to time, on or after June 20, 2023 in certain
circumstances. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. The
interest rate, conversion rate and other terms of the notes are to
be determined upon pricing of the offering.
The notes will only be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. The notes and the
common stock issuable upon conversion of the notes, if any, have
not been and will not be registered under the Securities Act, or
any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About WisdomTree
WisdomTree Investments, Inc., through its subsidiaries in the
U.S. and Europe, is an ETF and ETP sponsor and asset manager
headquartered in New York. WisdomTree offers products covering
equity, commodity, fixed income, leveraged and inverse, currency,
cryptocurrency and alternative strategies. WisdomTree currently has
approximately $75.8 billion in assets under management
globally.
WisdomTree® is the marketing name for WisdomTree Investments,
Inc. and its subsidiaries worldwide.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that are
based on WisdomTree’s management’s beliefs and assumptions and on
information currently available to management. Although WisdomTree
believes that the expectations reflected in these forward-looking
statements are reasonable, these statements relate to future events
or WisdomTree’s future financial performance, and involve known and
unknown risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “continue” or the negative of
these terms or other comparable terminology. These statements are
only predictions. You should not place undue reliance on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors, which are, in some cases,
beyond WisdomTree’s control and which could materially affect
results. Factors that may cause actual results to differ materially
from current expectations include, among other things, the risks
described below. If one or more of these or other risks or
uncertainties occur, or if WisdomTree’s underlying assumptions
prove to be incorrect, actual events or results may vary
significantly from those implied or projected by the
forward-looking statements. No forward-looking statement is a
guarantee of future performance. You should read this press release
completely and with the understanding that WisdomTree’s actual
future results may be materially different from any future results
expressed or implied by these forward-looking statements.
In particular, forward-looking statements in this press release
may include statements about the proposed terms of the notes, the
size of the notes offering, including the option to purchase
additional notes to be granted to the initial purchaser, the
expected use of the proceeds from the sale of the notes and the
potential effects of the repurchase transactions on WisdomTree’s
common stock and the conversion price for the notes, and other
statements contained in this press release that are not historical
facts. Forward-looking statements are subject to many risks and
uncertainties, including without limitation, risks related to or
associated with whether WisdomTree will consummate the offering of
the notes on the expected terms, or at all, which could differ or
change based upon market conditions or other reasons, and the other
risks set forth under the caption “Risk Factors” in WisdomTree’s
Annual Report on Form 10-K for the year ended December 31,
2020.
Contact Information:
Corporate CommunicationsJessica
Zaloom+1.917.267.3735jzaloom@wisdomtree.com
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