WisdomTree Announces Pricing of \$603.75 Million Convertible Senior Notes Offering, Acquisition Funding, and Exchange Transactions

Key Highlights

• Convertible Notes Offering: WisdomTree, Inc. (NYSE: WT) has priced a private offering of \$525 million in aggregate principal amount of convertible senior notes due 2031, with an additional \$78.75 million option exercised in full by initial purchasers, resulting in a total offering size of \$603.75 million.
• Net Proceeds: The company expects net proceeds of approximately \$591.2 million, after deducting purchasers’ discounts and estimated offering expenses.
• Use of Proceeds: Proceeds will be allocated as follows:
  • ~\$200 million to fund the closing consideration for the acquisition of Atlantic House Holdings Limited.
  • ~\$302.7 million for the cash consideration to exchange its 3.25% convertible senior notes due 2029.
  • The remainder for working capital and other corporate purposes, including potential repayment of 3.25% convertible senior notes due 2026, remaining 2029 notes, and 4.625% convertible senior notes due 2030.
• Concurrent Exchange Transactions:
  • \$75 million of 3.25% convertible senior notes due 2026 exchanged for ~6.81 million shares of common stock and ~\$0.7 million in cash for accrued interest.
  • \$275 million of 3.25% convertible senior notes due 2029 exchanged for ~\$302.7 million in cash, ~4.19 million shares of common stock, and ~\$1.1 million in cash for accrued interest.
  • One-time Loss on Extinguishment: WisdomTree expects to recognize a one-time loss of approximately \$105 million related to these exchange transactions.
• Convertible Notes Terms:
  • Maturity Date: October 1, 2031
  • Interest Rate: 4.50% per year, payable semi-annually
  • Initial Conversion Price: \$21.58 per share (a ~60% premium to the \$13.49 closing price on March 23, 2026)
  • Conversion Rights: Prior to July 1, 2031, holders may convert upon certain conditions; after July 1, 2031, at any time until maturity.
  • Cash Settlement: Upon conversion, WisdomTree will pay cash up to the principal amount and may settle the remainder in cash, stock, or both.
  • Redemption: WisdomTree may redeem all or portions of the notes for cash if the stock price exceeds 130% of the conversion price for at least 20 trading days within a 30-day window, at a redemption price equal to 100% of principal plus accrued interest.
  • Investor Put Rights: Holders can require repurchase for cash at 100% of principal plus accrued interest upon certain fundamental changes (change of control, delisting, liquidation).
  • Conversion Rate Increase: Upon certain corporate events or redemption, WisdomTree will increase the conversion rate for holders.
• Market Impact Considerations:
  • Holders of exchanged 2029 notes who hedged their equity price risk may unwind hedges, potentially buying substantial amounts of WisdomTree shares and/or entering into derivative transactions. This activity could significantly impact the stock’s trading volume and price.
  • WisdomTree cannot predict the magnitude or direction of this market activity.
• Notes Seniority: The new notes are senior unsecured obligations, ranking equally with the company’s 2026, 2029, and 2030 convertible senior notes.
• Regulatory and Offering Details: The offering is limited to qualified institutional buyers under Rule 144A and is not registered under the Securities Act of 1933. Shares issuable upon conversion are similarly restricted.
• Corporate Developments: WisdomTree’s acquisition of Atlantic House Holdings Limited and expansion into private markets via Ceres Partners’ U.S. farmland platform are part of its ongoing strategic evolution. WisdomTree currently manages approximately \$150.8 billion in assets globally.

Important Considerations for Shareholders

• Potential Share Price Impact: The conversion premium and redemption features could influence the company’s stock price, especially given the potential for increased trading volume from hedged holders unwinding positions.
• Acquisition Funding: The use of proceeds to fund the acquisition of Atlantic House Holdings Limited may impact WisdomTree’s future growth and earnings profile.
• One-Time Loss: The anticipated \$105 million one-time loss on extinguishment of exchanged notes is a material accounting event that could affect quarterly results.
• Dilution Risk: The issuance of millions of new shares in connection with note exchanges may dilute existing shareholders.
• Debt Profile Changes: The refinancing and extension of debt maturities, along with higher interest rates on new notes, alter the company’s leverage and future cash obligations.
• Regulatory and Offering Risks: The notes and shares are not registered and are only available to certain investors, and are not insured or guaranteed by any government agency.
• Forward-Looking Risks: The press release contains forward-looking statements subject to numerous risks, including execution of the offering, completion of the acquisition, and impacts of corporate and market events.

Forward-Looking Statements and Disclaimer

This article includes forward-looking statements based on current management expectations and assumptions. Actual results may differ materially due to known and unknown risks, uncertainties, and other factors, including those outlined in WisdomTree’s annual report and subsequent SEC filings. Investors should not place undue reliance on these statements and are encouraged to review all company disclosures for a complete understanding of risks and impacts.

Disclaimer: The information provided herein is for informational purposes only and does not constitute investment advice or a solicitation to buy, sell, or exchange any securities. All investing involves risk, including possible loss of principal. Please consult your financial advisor and review official company filings before making investment decisions.

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