Wix.com tightens talk for $500 million 0% convertible notes due 2025 to par, up 40%-45%

By Abigail W. Adams

Portland, Me., Aug. 10 – Wix.com Ltd. tightened talk on its offering of $500 million five-year convertible notes, which is set to price at par after the market close on Monday, to a fixed coupon of 0% and an initial conversion premium of 40% to 45%, according to a market source.

The deal was heard to be playing to heavy demand with talk tightening 2x during bookbuilding.

Initial talk was for a fixed coupon of 0% and an initial conversion premium of 30% to 35%.

J.P. Morgan Securities LLC, BofA Securities Inc. and Morgan Stanley & Co. LLC are joint bookrunners for the Rule 144A offering, which carries a greenshoe of $75 million.

The notes are contingently convertible until Feb. 15, 2025.

The notes are non-callable until Aug. 21, 2023 and then subject to a 130% hurdle with a make-whole.

There is dividend and takeover protection.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the pricing of the notes, the company will enter into capped call transactions.

Proceeds will be used to cover the cost of the call spread and for general corporate purposes, which may include the acquisition of complementary businesses and technologies.

Wix.com is a New York-based cloud development platform.

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