WisdomTree Announces Private Offering of $300 Million of Convertible Senior Notes
WisdomTree (NYSE: WT) announced a $300 million private offering of convertible senior notes due 2029. The offering includes an option for an additional $45 million in notes. Proceeds will be used to repurchase $104 million of its 2028 notes, buy back common stock, and repurchase Series A Preferred Stock from ETFS Capital The remaining funds will support working capital and general corporate purposes. The notes can convert to cash or common stock and are redeemable from August 2026. Terms like the interest rate and conversion rate will be set upon pricing. Certain holders of the 2028 notes may engage in market activities affecting WisdomTree's stock price.
WisdomTree (NYSE: WT) ha annunciato un offerta privata di 300 milioni di dollari di obbligazioni convertibili senior con scadenza nel 2029. L'offerta include un'opzione per ulteriori 45 milioni di dollari in obbligazioni. I proventi saranno utilizzati per riacquistare 104 milioni di dollari delle sue obbligazioni 2028, riacquistare azioni ordinarie e riacquistare azioni privilegiate di Serie A da ETFS Capital. I fondi rimanenti supporteranno il capitale circolante e le spese aziendali generali. Le obbligazioni possono essere convertite in contante o azioni ordinarie e sono rimborsabili a partire da agosto 2026. Termini come il tasso d'interesse e il tasso di conversione saranno definiti al momento della determinazione del prezzo. Alcuni detentori delle obbligazioni 2028 potrebbero partecipare ad attività di mercato che influenzano il prezzo delle azioni di WisdomTree.
WisdomTree (NYSE: WT) anunció una oferta privada de 300 millones de dólares de notas convertibles senior con vencimiento en 2029. La oferta incluye una opción por 45 millones de dólares adicionales en notas. Los ingresos se utilizarán para recomprar 104 millones de dólares de sus notas 2028, recomprar acciones ordinarias y recomprar acciones preferentes de Serie A de ETFS Capital. Los fondos restantes apoyarán el capital de trabajo y los fines corporativos generales. Las notas pueden convertirse en efectivo o acciones ordinarias y son redimibles a partir de agosto de 2026. Términos como la tasa de interés y la tasa de conversión se establecerán al momento de fijar el precio. Algunos tenedores de las notas 2028 pueden participar en actividades de mercado que afecten el precio de las acciones de WisdomTree.
WisdomTree (NYSE: WT)는 2029년에 만기가 도래하는 3억 달러 규모의 전환 우선채권 사모 발행을 발표했습니다. 이 발행에는 추가로 4천5백만 달러의 채권에 대한 옵션이 포함되어 있습니다. 수익금은 2028년 채권 1억4천만 달러를 재매입하고, 보통주를 다시 사들이며, ETFS Capital로부터 A시리즈 우선주를 재매입하는 데 사용됩니다. 나머지 자금은 운영 자본 및 일반 회사 목적을 지원하는 데 사용될 것입니다. 이 채권은 현금이나 보통주로 전환 가능하며 2026년 8월부터 상환 가능합니다. 이자율 및 전환 비율과 같은 조건은 가격 결정 시 설정됩니다. 2028년 채권 보유자 중 일부는 WisdomTree의 주가에 영향을 미칠 수 있는 시장 활동에 참여할 수 있습니다.
WisdomTree (NYSE: WT) a annoncé une offre privée de 300 millions de dollars d'obligations convertibles senior arrivant à échéance en 2029. L'offre comprend une option pour un montant supplémentaire de 45 millions de dollars en obligations. Les produits seront utilisés pour racheter 104 millions de dollars de ses obligations 2028, racheter des actions ordinaires et racheter des actions privilégiées de série A d'ETFS Capital. Les fonds restants serviront à soutenir le fonds de roulement et les besoins généraux de l'entreprise. Les obligations peuvent être converties en espèces ou en actions ordinaires et sont rachetables à partir d'août 2026. Des conditions telles que le taux d'intérêt et le taux de conversion seront définies lors de la tarification. Certains détenteurs des obligations 2028 peuvent participer à des activités de marché pouvant affecter le prix des actions de WisdomTree.
WisdomTree (NYSE: WT) gab eine private Emission von 300 Millionen Dollar an wandelbaren vorrangigen Anleihen mit Fälligkeit 2029 bekannt. Das Angebot umfasst eine Option auf zusätzliche 45 Millionen Dollar an Anleihen. Die Erlöse werden verwendet, um 104 Millionen Dollar ihrer Anleihen 2028 zurückzukaufen, um Stammaktien zurückzukaufen und um die Serie A Vorzugsaktien von ETFS Capital zurückzukaufen. Die verbleibenden Mittel werden zur Unterstützung des Betriebskapitals und allgemeiner Unternehmenszwecke verwendet. Die Anleihen können in Bargeld oder Stammaktien umgewandelt werden und sind ab August 2026 einlösbar. Begriffe wie Zinssatz und Umwandlungsrate werden zum Zeitpunkt der Preisfestlegung festgelegt. Bestimmte Inhaber der Anleihen 2028 können sich an Marktaktivitäten beteiligen, die den Aktienkurs von WisdomTree beeinflussen.
- WisdomTree aims to raise $300 million through a private offering of convertible notes.
- Proceeds will repurchase $104 million of 2028 notes, reducing debt liabilities.
- Funds will also be used to buy back common stock, potentially boosting share value.
- The company plans to repurchase Series A Preferred Stock from ETFS Capital
- The issuance of new convertible notes could lead to shareholder dilution.
- The complex repurchase transactions may introduce market volatility.
- Terms like interest and conversion rate are yet to be determined, adding uncertainty.
Insights
WisdomTree's $300 million convertible senior notes offering is a significant financial move with several implications. The company plans to use the proceeds to repurchase $104 million of existing 2028 notes, buy back common stock and finance the repurchase of all Series A preferred stock. This restructuring could potentially improve WisdomTree's capital structure and reduce dilution for existing shareholders.
The new notes, due in 2029, offer flexibility with conversion and redemption options. The convertible feature could be attractive to investors, potentially allowing for a lower interest rate compared to traditional bonds. However, the potential dilution if converted could impact existing shareholders.
The repurchase of common stock concurrent with the offering might help offset this dilution and support the stock price. Overall, this complex transaction aims to optimize WisdomTree's capital structure, but its success will depend on market conditions and execution.
WisdomTree's offering could have significant market implications. The $300 million note issuance is substantial for a company with a market cap around
The repurchase of Series A preferred stock from ETFS Capital is noteworthy, as it simplifies the ownership structure. This could make WisdomTree more attractive to institutional investors who prefer simpler capital structures.
The concurrent repurchase of common stock might create short-term price support. However, the complex transaction involving note holders and their potential market activities could lead to increased volatility in WisdomTree's stock price.
Investors should monitor how this restructuring affects WisdomTree's financial ratios, particularly its debt-to-equity ratio and interest coverage, as these could impact the company's risk profile and valuation.
WisdomTree intends to use a portion of the net proceeds from the offering to repurchase approximately
Prior to May 15, 2029, the notes will be convertible at the option of the holders of the notes only upon the satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, WisdomTree will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at WisdomTree’s election, in respect of the remainder, if any, of WisdomTree’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The notes will also be redeemable, in whole or in part, for cash at WisdomTree’s option at any time, and from time to time, on or after August 20, 2026 in certain circumstances. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.
Contemporaneously with the pricing of the notes in the offering, WisdomTree intends to enter into separate privately negotiated transactions with certain holders of the 2028 notes to repurchase approximately
WisdomTree expects that certain holders of 2028 notes that sell their 2028 notes in negotiated transactions with WisdomTree may enter into or unwind various derivatives with respect to WisdomTree’s common stock and/or purchase shares of its common stock in the market. The amount of WisdomTree’s common stock that such holders purchase may be substantial in relation to the historic average daily trading volume of the common stock. In addition, WisdomTree expects that certain purchasers of the notes offered in the offering may establish a short position with respect to its common stock by short selling the common stock or by entering into short derivative positions with respect to the common stock, in each case, in connection with the offering. The net effect of the above market activities by holders of 2028 notes and purchasers of the notes offered in the offering could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of WisdomTree’s common stock and/or the market price of the notes offered in the offering, and WisdomTree cannot predict the magnitude of such market activities or the overall effect they will have on the market price of the notes and/or the market price of its common stock.
WisdomTree intends to use a portion of the net proceeds from the offering to repurchase shares of its common stock from certain purchasers of the notes in privately negotiated transactions effected through the initial purchaser of the notes, as its agent, concurrently with the pricing of the offering. The price per share of WisdomTree’s common stock repurchased in such transactions is expected to equal the last reported price per share of its common stock as of the date of the pricing of the notes. These repurchases could increase (or reduce the size of any decrease in) the market price of WisdomTree’s common stock and/or the market price of the notes offered in the offering. WisdomTree cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes offered hereby or WisdomTree’s common stock.
The notes will only be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About WisdomTree
WisdomTree is a global financial innovator, offering a well-diversified suite of exchange-traded products (ETPs), models, solutions and products leveraging blockchain technology. We empower investors and consumers to shape their future and support financial professionals to better serve their clients and grow their businesses. WisdomTree is leveraging the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience. Building on our heritage of innovation, we are also developing and have launched next-generation digital products, services and structures, including digital or blockchain-enabled mutual funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime®.*
* The WisdomTree Prime digital wallet and digital asset services are made available through WisdomTree Digital Movement, Inc., a federally registered money services business, state-licensed money transmitter and financial technology company (NMLS ID: 2372500) or WisdomTree Digital Trust Company, LLC, in select
WisdomTree currently has approximately
WisdomTree® is the marketing name for WisdomTree, Inc. and its subsidiaries worldwide.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on WisdomTree’s management’s beliefs and assumptions and on information currently available to management. Although WisdomTree believes that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or WisdomTree’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond WisdomTree’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, the risks described below. If one or more of these or other risks or uncertainties occur, or if WisdomTree’s underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this press release completely and with the understanding that WisdomTree’s actual future results may be materially different from any future results expressed or implied by these forward-looking statements.
In particular, forward-looking statements in this press release may include statements about the proposed terms of the notes, the size of the notes offering, including the option to purchase additional notes to be granted to the initial purchaser, the expected use of the proceeds from the sale of the notes, the closing of the Series A preferred stock repurchase and the potential effects of the 2028 notes repurchases and the share repurchases on WisdomTree’s common stock and the market price of the notes, and other statements contained in this press release that are not historical facts. Forward-looking statements are subject to many risks and uncertainties, including without limitation, risks related to or associated with whether WisdomTree will consummate the offering of the notes on the expected terms, or at all, which could differ or change based upon market conditions or other reasons, and the other risks set forth under the caption “Risk Factors” in WisdomTree’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024.
Category: Business Update
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Investor Relations
Jeremy Campbell
+1.917.267.3859
jeremy.campbell@wisdomtree.com
Corporate Communications
Jessica Zaloom
+1.917.267.3735
jzaloom@wisdomtree.com
Source: WisdomTree, Inc.
FAQ
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