Wix Announces Proposed Private Offering of $750 million of 0.00% Convertible Senior Notes due 2030

Core Viewpoint - Wix.com Ltd. plans to offer $750 million in 0.00% Convertible Senior Notes due 2030, with an option for initial purchasers to buy an additional $112.5 million, subject to market conditions [1] Group 1: Offering Details - The Notes will be senior, unsecured obligations of Wix and will not bear regular interest, maturing on September 15, 2030 [2] - The initial conversion price and other terms will be determined at the time of pricing [2] - The Notes will be convertible into cash, ordinary shares, or a combination thereof, with the form of consideration determined at Wix's election [2] Group 2: Redemption and Repurchase - Wix may redeem the Notes under specific conditions, including tax-related events and if the share price exceeds 130% of the conversion price for a specified period [3] - In the event of a "fundamental change," noteholders may require Wix to repurchase their Notes for cash at the principal amount plus any accrued interest [4] Group 3: Capped Call Transactions - Wix plans to enter into capped call transactions to cover the number of ordinary shares underlying the Notes, which will help reduce potential dilution upon conversion [5] - The Option Counterparties may engage in derivative transactions that could affect the market price of Wix's ordinary shares and the Notes [6][7] Group 4: Use of Proceeds - A portion of the net proceeds from the Offering will be used for capped call transactions and a concurrent repurchase of ordinary shares, estimated between $50 million and $75 million [8] - Remaining proceeds will be allocated for general corporate purposes, including further share repurchases and potential acquisitions, although no specific agreements are in place currently [8] Group 5: Regulatory and Market Considerations - The Notes will be offered only to qualified institutional buyers under Rule 144A, and the offer has not been registered under the Securities Act [9] - The press release does not constitute an offer to sell or solicit offers to buy the Notes in jurisdictions where such actions would be unlawful [10]