Oddity Finance LLC Announces Upsize and Pricing of $525 Million Offering of 0% Exchangeable Senior Notes Due 2030
As of March 31, 2025, ODDITY had $257 million in cash, and an undrawn $200 million credit line
Capital raise gives ODDITY additional firepower to play offense and pursue future opportunities in a volatile world
A portion of the proceeds will be used to purchase a hedge overlay intended to offset any share dilution up to a cap initially equal to a 100% premium to the stock price at pricing
Proceeds of the offering are not needed to support the ongoing business
NEW YORK , June 10, 2025 (GLOBE NEWSWIRE) -- Oddity Finance LLC (the "Issuer"), a wholly-owned indirect subsidiary of ODDITY Tech Ltd. ("ODDITY") (NASDAQ:ODD), today announced the pricing of $525 million aggregate principal amount of its 0% exchangeable senior notes due 2030 (the "Notes") in a private placement (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in each case, who are "Qualified Purchasers" as defined in Section (2)(a)(51)(A) under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). The Issuer also granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $75 million aggregate principal amount of Notes. The aggregate principal amount of the Offering was increased from the previously announced offering size of $350 million (or $400 million if the initial purchasers exercise their option to purchase additional Notes in full). The Offering is expected to close on June 12, 2025, subject to customary closing conditions, and is expected to result in $510.6 million in net proceeds to the Issuer after deducting the initial purchasers' discount but before deducting estimated offering expenses payable by the Issuer (assuming no exercise of the initial purchasers' option to purchase additional Notes).
The Issuer intends to use the net proceeds from the Offering for general corporate purposes. ODDITY has no imminent plans for material acquisitions at this time, but may use proceeds for strategic M&A in the future. In addition, approximately $55.3 million of the net proceeds will be used to pay the cost of the capped call transactions described below. If the initial purchasers exercise their option to purchase additional Notes, the Issuer expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below).
The Notes will be senior, unsecured obligations of the Issuer and will be fully and unconditionally guaranteed on a senior, unsecured basis by ODDITY and IM Pro Makeup NY L.P., a wholly owned subsidiary of ODDITY and the direct parent of the Issuer. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on June 15, 2030, unless earlier exchanged, redeemed or repurchased.
In connection with the pricing of the Notes, the Issuer entered into capped call transactions with certain of the initial purchasers thereof or their respective affiliates and other financial institutions (the "Option Counterparties"). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of ODDITY's Class A ordinary shares initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to ODDITY's Class A ordinary shares upon any exchange of the Notes and/or offset any cash payments the Issuer is required to make in excess of the principal amount of exchanged Notes, as the case may be, with ...
