Oddity Finance LLC, a wholly-owned indirect subsidiary of ODDITY Tech Ltd., announced on June 10, 2025, the pricing of $525 million aggregate principal amount of its 0% exchangeable senior notes due 2030. This offering was upsized from the previously announced $350 million, reflecting strong market demand.
The offering is expected to close on June 12, 2025, and will result in approximately $510.6 million in net proceeds to the Issuer, before deducting estimated offering expenses. The net proceeds are designated for general corporate purposes, including potential strategic mergers and acquisitions in the future.
In connection with the notes, the Issuer entered into capped call transactions, with approximately $55.3 million of the net proceeds used to pay their cost. These transactions are designed to reduce potential dilution to ODDITY's Class A ordinary shares upon any exchange of the notes and/or offset cash payments in excess of the principal amount.
The notes will be exchangeable at an initial rate of 10.8655 Class A ordinary shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $92.03 per share. This represents an exchange premium of approximately 32.5% over ODDITY's Class A ordinary share price of $69.46 on June 9, 2025. The capped call transactions have a cap price of $138.92 per share, a 100% premium over the same date's share price.
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