Wix Announces Pricing of Upsized Private Offering of $1.0 billion of 0.00% Convertible Senior Notes due 2030

Core Viewpoint - Wix.com Ltd. has announced the pricing of $1.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030, increasing from the previously announced $750 million offering, with a potential additional $150 million option for initial purchasers [1][10] Group 1: Offering Details - The Notes will not bear regular interest and will mature on September 15, 2030, unless repurchased, redeemed, or converted earlier [2] - Wix may redeem the Notes under specific conditions, including tax-related events and if the share price meets certain thresholds [3] - Holders of the Notes can require Wix to repurchase their Notes upon a fundamental change at a cash purchase price of 100% of their principal amount plus any accrued interest [4] Group 2: Conversion and Pricing - The initial conversion rate is set at 4.7509 ordinary shares per $1,000 principal amount of Notes, equating to an initial conversion price of approximately $210.49 per share, representing a 37.5% premium to the last reported sale price [5] - The conversion of the Notes will be settled in cash, ordinary shares, or a combination thereof, at Wix's discretion [5] Group 3: Financial Implications - Wix estimates net proceeds from the Offering to be approximately $977.3 million, intended for capped call transactions, share repurchases, and general corporate purposes [10] - Approximately $75 million of the net proceeds will be used for the concurrent repurchase of about 0.49 million ordinary shares at a price of $153.08 per share [11] Group 4: Capped Call Transactions - Wix has entered into capped call transactions to cover the number of ordinary shares underlying the Notes, which may reduce potential dilution upon conversion [7] - The cap price for these transactions is set at $267.89 per share, a 75% premium over the last reported sale price of $153.08 [8] Group 5: Market Impact - The initial purchasers may engage in derivative transactions that could influence the market price of Wix's ordinary shares and the Notes [9]