JWCA advises ODDITY on its inaugural upsized $525 million zero-coupon exchangeable and capped call

June 2025 | read press release

Transaction Background

ODDITY Tech Ltd. (“ODDITY” or the “Company”) successfully raised an upsized $525mm (exclusive of greenshoe) in the convertible market at highly attractive terms (0.00% coupon and 32.5% exchange premium)

ODDITY took advantage of strong convertible investor appetite and substantial momentum in its stock price to successfully execute its first exchangeable bond issuance

ODDITY’s objectives included:

  • Opportunistically raise zero-coupon financing to add firepower to Balance Sheet after achieving an all-time stock price high on the Nasdaq the day prior to execution

  • Protect against future equity dilution through a derivative overlay

The Company engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

  • Exchangeable and derivative overlay structuring

  • ODDITY corporate structure and issuer / guarantor composition, working through numerous legal, accounting, and tax analyses

  • Exchangeable and capped call documentation to ensure maximum value and future efficiency / flexibility for the company

  • Execution timing, strategy, syndicate structure and precedent data

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

ODDITY’s debut exchangeable transaction was very well received by investors:

  • The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s exchangeable bond offering, leading to the issue being upsized to $525mm base size (50% of original $350mm base deal)

  • The 32.5% exchange premium represented the company-friendly end of the marketed exchange premium range

Capped call documentation and auction process produced meaningful savings for ODDITY, driving economics in the Company's favor