FBC represented J.P. Morgan and Bank of America as Joint Book-Running Managers in the private offering by Wix.com Ltd. (Nasdaq: WIX) of $442.8 million of 0% Convertible Senior Notes due 2023 (including the exercise in full of an over-allotment option granted to the initial purchasers). The notes were offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
In connection with the pricing of the notes and the exercise of the over-allotment option, the company entered into privately negotiated capped call transactions with certain of the initial purchasers (or their affiliates). The purpose of the capped call transactions is generally to reduce the potential dilution to the company’s ordinary shares upon any conversion of the Convertible Notes and/or offset any cash payments the company is required to make in excess of the principal amount upon conversion of the Convertible Notes in the event that the market price per share of the company’s ordinary shares is greater than the strike price of the capped call transactions.
