Representation of J.P. Morgan, Bank of America and Morgan Stanley as Joint Book-Running Managers in the private offering by Wix.com Ltd. (Nasdaq: WIX) of $575 million of 0% Convertible Senior Notes due 2025 (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, as amended.
In connection with the pricing of the Notes and exercise of the over-allotment option, Wix entered into privately negotiated capped call transactions with certain of the initial purchasers (or their affiliates) and other financial institutions, which cover, collectively, the number of Wix’s ordinary shares underlying the Notes, subject to anti-dilution adjustments. The capped call transactions are expected generally to reduce the potential dilution to Wix’s ordinary shares upon any conversion of Notes and/or offset any cash payments Wix is required to make in excess of the principal amount upon conversion of the Notes in the event that the market price per share of Wix’s ordinary shares is greater than the strike price of the capped call transactions.
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