Wix Announces Pricing of Upsized Private Offering of $1.0 billion of 0.00% Convertible Senior Notes due 2030
NEW YORK – Wix.com Ltd. (Nasdaq: WIX) (“Wix”), the main SaaS web site builder platform1, immediately introduced the pricing of $1.0 billion mixture principal quantity of 0.00% Convertible Senior Notes due 2030 (the “Notes”) in a personal providing (the “Providing”) to certified institutional patrons pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). The Providing was upsized from the beforehand introduced providing dimension of $750.0 million mixture principal quantity of Notes. In reference to the Providing, Wix has granted the preliminary purchasers of the Notes a 13-day choice to buy as much as an extra $150.0 million mixture principal quantity of the Notes. The sale of the Notes to the preliminary purchasers is predicted to choose September 11, 2025, topic to customary closing situations.
The Notes is not going to bear common curiosity, and the principal quantity of the Notes is not going to accrete. The Notes will mature on September 15, 2030, until earlier repurchased, redeemed or transformed in accordance with their phrases previous to such date.
Wix might redeem for money (1) all the Notes at any time on or previous to the thirtieth scheduled buying and selling day instantly previous the maturity date if sure tax-related occasions happen and (2) all or any portion (topic to sure limitations) of the Notes, at any time, and once in a while, on or after September 20, 2028, and on or earlier than the thirtieth scheduled buying and selling day instantly earlier than the maturity date, at its possibility, if the final reported sale worth per share of Wix’s strange shares has been not less than 130% of the conversion worth for a specified time period and sure different situations are glad. The redemption worth might be equal to the principal quantity of the Notes to be redeemed, plus accrued and unpaid particular curiosity, if any, to, however excluding, the redemption date.
Holders of the Notes could have the correct to require Wix to repurchase all or a portion of their Notes upon the prevalence of a basic change (as outlined within the indenture governing the Notes) at a money buy worth of 100% of their principal quantity plus accrued and unpaid particular curiosity, if any, to, however excluding, the basic change repurchase date. In reference to sure company occasions or following Wix’s supply of a discover of redemption, Wix will, below sure circumstances, briefly enhance the conversion charge for holders who elect to transform their Notes in reference to such company occasion or discover of redemption, because the case could also be.
The Notes might be convertible primarily based on an preliminary conversion charge of 4.7509 strange shares of Wix per $1,000 principal quantity of Notes (equal to an preliminary conversion worth of roughly $210.49 per share, which represents a conversion premium of roughly 37.5% to the final reported sale worth of Wix’s strange shares on The Nasdaq World Choose Market on September 8, 2025). Previous to the shut of enterprise on the enterprise day instantly previous March 15, 2030, the Notes might be convertible on the possibility of holders of the Notes solely upon the satisfaction of specified situations and through sure durations. On or after March 15, 2030, till the shut of enterprise on the second scheduled buying and selling day previous the maturity date, the Notes might be convertible on the possibility of holders of Notes at any time no matter these situations. Conversions of the Notes might be settled in money, strange shares of Wix or a mix thereof, at Wix’s election (along with money in lieu of any fractional strange share, if relevant).
When issued, the Notes might be Wix’s senior unsecured obligations and can rank senior in proper of fee to any of Wix’s unsecured indebtedness that’s expressly subordinated in proper of fee to the Notes; equal in proper of fee to any of Wix’s unsecured indebtedness that isn’t so subordinated; successfully junior in proper of fee to any of Wix’s secured indebtedness to the extent of the worth of the property securing such indebtedness; and structurally junior to all indebtedness and different liabilities (together with commerce payables) of Wix’s subsidiaries.
In reference to the pricing of the Notes, Wix entered into privately negotiated capped name transactions with sure of the preliminary purchasers of the Providing and/or their respective associates and/or different monetary establishments (in such capability, the “Possibility Counterparties”). The capped name transactions are anticipated to cowl, topic to anti-dilution changes considerably just like these relevant to the Notes, as much as the variety of Wix’s strange shares that may initially underlie the Notes. If the preliminary purchasers train their choice to buy extra Notes, then Wix expects to enter into extra capped name transactions with the Possibility Counterparties. The capped name transactions are anticipated to usually scale back the potential dilution to the strange shares of Wix upon any conversion of Notes and/or to offset any money funds Wix is required to make in extra of the principal quantity of the transformed Notes, because the case could also be, within the occasion that the market worth per share of Wix’s strange shares, as measured below the phrases of the capped name transactions, is larger than the strike worth of the capped name transactions, with such discount of potential dilution and/or offset of money funds topic to a cap. The cap worth of the capped name transactions will initially be $267.89 per share, which represents a premium of 75.0% during the last reported sale worth of the strange shares of Wix of $153.08 per share on September 8, 2025, and is topic to sure changes below the phrases of the capped name transactions.
Wix has been suggested that, in reference to establishing their preliminary hedges of the capped name transactions, the Possibility Counterparties or their respective associates anticipate to enter into numerous spinoff transactions with respect to the strange shares of Wix concurrently with or shortly after the pricing of the Notes. This exercise might have the impact of accelerating (or lowering the dimensions of any lower in) the market worth of the strange shares or the Notes at the moment. As well as, the Possibility Counterparties or their respective associates might modify or unwind their hedge positions by coming into into or unwinding numerous derivatives with respect to the strange shares and/or by buying or promoting strange shares or different securities of Wix in secondary market transactions once in a while previous to the maturity of the Notes (and are probably to take action following any conversion of the Notes, any repurchase of the Notes by Wix on any basic change repurchase date, any redemption date or every other date on which the Notes are retired by Wix, in every case, if Wix workout routines the related election below the capped name transactions, and in reference to any negotiated unwind or modification of the capped name transactions). This exercise might additionally have an effect on the market worth of the strange shares of Wix or the Notes, which might have an effect on the power of holders of Notes to transform the Notes and, to the extent the exercise happens throughout any remark interval associated to a conversion of the Notes, it might have an effect on the variety of strange shares, if any, and worth of the consideration that holders of Notes will obtain upon conversion of the Notes.
Wix estimates that the web proceeds from the Providing might be roughly $977.3 million (or $1,124.0 million if the preliminary purchasers train their choice to buy extra Notes), after deducting preliminary purchasers’ reductions and estimated providing bills payable by Wix. Wix intends to make use of $62.5 million of the web proceeds from the Providing to pay the price of the capped name transactions, roughly $75 million of the web proceeds of the Providing for the concurrent repurchase of roughly 0.49 million of Wix’s strange shares pursuant to Wix’s present share repurchase program (the “concurrent repurchase”), and any remaining internet proceeds from the Providing for common company functions, together with to fund extra repurchases of its strange shares below its present repurchase program and to accumulate complementary companies, merchandise, providers, or applied sciences. Nonetheless, Wix has not entered into any agreements for or in any other case dedicated to any particular acquisitions presently. If the preliminary purchasers train their choice to buy extra Notes, Wix expects to make use of a portion of the web proceeds from the sale of the extra Notes to enter into extra capped name transactions with the Possibility Counterparties and the remaining internet proceeds for the needs described above.
Concurrently with the pricing of the Notes, Wix entered into privately negotiated transactions by means of one of many preliminary purchasers or its affiliate to impact the concurrent repurchase at a worth per share equal to the closing worth of Wix’s strange shares on The Nasdaq World Choose Market on the date hereof, which was $153.08 per share. This concurrent share repurchase might enhance, or scale back the dimensions of a lower in, the buying and selling worth of Wix’s strange shares, and will have affected the preliminary phrases of the Notes, together with the preliminary conversion worth.
The Notes have been supplied solely to individuals moderately believed to be certified institutional patrons pursuant to Rule 144A below the Securities Act. The supply and sale of the Notes and the strange shares of Wix doubtlessly issuable upon conversion of the Notes, if any, haven’t been, and won’t be, registered below the Securities Act, any state securities legal guidelines or the securities legal guidelines of every other jurisdiction, and until so registered, the Notes and such strange shares, if any, will not be supplied or offered in the USA besides pursuant to an relevant exemption from such registration necessities.
This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase, nor shall there be any supply or sale of, the Notes (or any strange shares of Wix issuable upon conversion of the Notes) in any state or jurisdiction wherein the supply, solicitation, or sale could be illegal previous to the registration or qualification thereof below the securities legal guidelines of any such state or jurisdiction.
About Wix.com Ltd.
Wix is a number one world platform for creating, managing and rising a whole digital presence. Based in 2006, Wix empowers hundreds of thousands of customers, together with self-creators, businesses, enterprises and extra, with industry-leading infrastructure, efficiency and safety. The platform combines superior AI, versatile design and sturdy enterprise and commerce options to assist customers construct stronger manufacturers, join with their audiences and scale their companies on-line. Wix is shaping the way forward for how digital experiences are constructed, with its intuitive AI-powered web site builder and no-code software creation by means of Base44, making subtle creation accessible to all.
Ahead-Trying Statements
This press launch incorporates forward-looking statements, inside the which means of the protected harbor provisions of the Non-public Securities Litigation Reform Act of 1995 that contain dangers and uncertainties. Such forward-looking statements might embrace, amongst different issues, whether or not Wix will have the ability to consummate the Providing, expectations concerning actions of the Possibility Counterparties and their respective associates, the consequences of the concurrent repurchase and the satisfaction of customary closing situations with respect to the Providing, and could also be recognized by phrases like “anticipate,” “assume,” “consider,” “goal,” “forecast,” “indication,” “proceed,” “might,” “estimate,” “anticipate,” “intend,” “might,” “plan,” “potential,” “predict,” “topic,” “challenge,” “outlook,” “future,” “will,” “search” and comparable phrases or phrases. The forward-looking statements contained on this announcement are primarily based on administration’s present expectations, that are topic to uncertainty, dangers and modifications in circumstances which might be tough to foretell and lots of of that are exterior of our management.
Necessary components that might trigger precise outcomes to vary materially from these indicated within the forward-looking statements embrace, amongst others, the danger that the Providing is not going to be consummated; the danger that the capped name transactions is not going to grow to be efficient; and modifications in world, nationwide, regional or native financial, enterprise, aggressive, market, regulatory and different components mentioned below the heading “Danger Components” in Wix’s annual report on Type 20-F for the yr ended December 31, 2024 filed with the Securities and Trade Fee on March 21, 2025. The previous checklist will not be supposed to be an exhaustive checklist of all of our forward-looking statements. Any forward-looking assertion made by Wix on this press launch speaks solely as of the date hereof. Components or occasions that might trigger Wix’s precise outcomes to vary might emerge once in a while, and it’s not potential for Wix to foretell all of them. Wix undertakes no obligation to publicly replace any forward-looking statements, whether or not on account of new info, future developments or in any other case.
1Based mostly on variety of lively reside websites as reported by opponents’ figures, impartial third-party information and inner information as of Q1 2025.
