NEW YORK, Aug. 10, 2020 /PRNewswire/ -- Wix.com Ltd.
(Nasdaq: WIX) ("Wix") a leader in website creation, today announced
its intention to offer, subject to market conditions and other
factors, $500 million aggregate
principal amount of Convertible Senior Notes due 2025 (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"). In connection with the Offering,
Wix expects to grant the initial purchasers of the Notes an option
to purchase, within a 13-day period beginning on, and including,
the date on which the Notes are first issued, up to an additional
$75 million aggregate principal
amount of the Notes solely to cover over-allotments.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of Wix. Interest on the Notes will be
payable semi-annually in arrears, and the Notes will mature on
August 15, 2025, unless earlier
repurchased, redeemed or converted in accordance with their terms
prior to such date. Prior to February 15,
2025, the Notes will be convertible at the option of the
holders of Notes only upon the satisfaction of certain conditions
and during certain periods. Thereafter, the Notes will be
convertible at any time until the close of business on the second
scheduled trading day immediately prior to the maturity date. The
Notes will be convertible into cash, ordinary shares of Wix or a
combination thereof, with the form of consideration determined at
Wix's election.
Wix may not redeem the Notes prior to August 21, 2023, except in the event of certain
tax law changes. On or after August 21,
2023, Wix may redeem, for cash, all or part of the Notes if
the last reported sale price of its ordinary shares has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which Wix provides notice of the redemption at a redemption
price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. 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 repurchase price
equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but excluding
the fundamental change repurchase date.
In connection with the pricing of the Notes, Wix expects to
enter into privately negotiated capped call transactions with one
or more 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. 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, the Notes and Wix's 0%
Convertible Senior Notes due 2023 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 following the pricing of the Notes
and prior to the maturity of the Notes (and are likely to do so
following any conversion, repurchase, or redemption of the Notes,
to the extent Wix exercises the relevant election under the capped
call transactions). 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 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 intends to use a portion of the net proceeds from the
Offering to pay the cost of the capped call transactions. Wix
may also use a portion of the net proceeds to acquire complementary
businesses, products, services or technologies. However, Wix has
not entered into any agreements for or otherwise committed to any
specific acquisitions at this time. Wix intends to use any
remaining net proceeds from the Offering for general corporate
purposes. If the initial purchasers exercise their over-allotment
option, 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 the remaining net
proceeds for general corporate purposes.
The Notes will be 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, any state securities laws 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 180 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, the Wix website builder and complete product
platform empowers millions of businesses, organizations, artists
and individuals to take their
businesses, brands and workflow online. The Wix Editor, Wix ADI,
Editor X, a highly curated App
Market, Ascend by Wix and Corvid by Wix 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, Denver, Dnipro, Dublin, Kiev,
Los Angeles, Miami, New
York, Phoenix, San Francisco, São Paulo, Tokyo and Vilnius.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Such forward-looking statements may include, among other
things, whether Wix will be able to consummate the Offering, the
terms of the Offering and the capped call transactions,
expectations regarding actions of the Option Counterparties and
their respective affiliates and the satisfaction of customary
closing conditions with respect to the Offering, and may be
identified by words like "anticipate," "assume," "believe,"
"aim," "forecast," "indication," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "outlook," "future," "will," "seek" and similar terms or
phrases. The forward-looking statements contained in this
announcement are based on management's current expectations, which
are subject to uncertainty, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control.
Important factors that could cause actual outcomes to differ
materially from those indicated in the forward-looking statements
include, among others, the uncertainty surrounding the duration and
severity of COVID -19 and its effects on our business; the risk
that the Offering will not be consummated; the risk that the capped
call transactions will not become effective; and changes in global,
national, regional or local economic, business, competitive,
market, regulatory and other factors discussed under the heading
"Risk Factors" in the Company's 2019 annual report on Form 20-F
filed with the Securities and Exchange Commission on April 2, 2020. Any forward-looking statement made
by Wix in this press release speaks only as of the date hereof.
Factors or events that could cause Wix's actual results to
differ may emerge from time to time, and it is not possible for Wix
to predict all of them. Wix undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future developments or otherwise.
Investor Relations:
Maggie
O'Donnell
ir@wix.com
914-267-7390
Media Relations:
pr@wix.com
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SOURCE Wix.com Ltd.