Jun. 10 at 11:37 AM
$ODD Oddity announces upsize, pricing of
$525M offering of senior notes
Oddity Finance announced the pricing of
$525 million aggregate principal amount of its 0% exchangeable senior notes due 2030 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, 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 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.
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. 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.
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.
