Oddity Finance LLC Announces Upsize and Pricing of $525 Million Offering of 0% Exchangeable Senior Notes Due 2030

Core Viewpoint - Oddity Finance LLC, a subsidiary of ODDITY Tech Ltd, is pricing $525 million of 0% exchangeable senior notes due 2030, increasing from a previously announced offering size of $350 million [1][2] Group 1: Offering Details - The offering is expected to close on June 12, 2025, and will result in approximately $510.6 million in net proceeds after deducting initial purchasers' discounts [1] - The Issuer has granted initial purchasers an option to purchase an additional $75 million of notes within a 13-day period [1] - The notes will be senior, unsecured obligations and will not bear regular interest, maturing on June 15, 2030 [3] Group 2: Use of Proceeds - Net proceeds will be used for general corporate purposes, with no immediate plans for material acquisitions, but potential for strategic M&A in the future [2] - Approximately $55.3 million of the net proceeds will be allocated to capped call transactions [2] Group 3: Capped Call Transactions - Capped call transactions are designed to reduce potential dilution of ODDITY's Class A ordinary shares upon exchange of the notes [4] - The initial cap price for these transactions is set at $138.92 per share, representing a 100% premium over the last reported sale price [5] Group 4: Exchange and Redemption Terms - The notes are exchangeable at an initial rate of 10.8655 Class A ordinary shares per $1,000 principal amount, with an exchange price of approximately $92.03 per share, reflecting a 32.5% premium [9] - The Issuer may redeem the notes starting June 20, 2028, under specific conditions related to the stock price [10] Group 5: Company Overview - ODDITY is a consumer tech company focused on disrupting the beauty and wellness industries through digital-first brands, serving approximately 60 million users [16]