WisdomTree, Inc. Enters and Terminates Agreements

TL;DR

WisdomTree just signed a deal and dumped another one. Details TBD.

AI Summary

On August 5, 2024, WisdomTree, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The filing does not provide specific details on the nature of these agreements or any associated dollar amounts or parties involved.

Why It Matters

This filing indicates significant corporate actions by WisdomTree, Inc. involving both new agreements and the cessation of existing ones, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing mentions both the entry into and termination of material definitive agreements, suggesting potential shifts in the company's strategic direction or financial commitments that carry inherent risks.

Key Players & Entities

• WisdomTree, Inc. (company) — Filer
• August 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value WT The New York Stock Exc
• $144 million — ate cash consideration of approximately $144 million (the "Aggregate Purchase Price"), such
• $300 million — ssuance by the Company of approximately $300 million aggregate principal amount of a new ser
• $104 million — e the repurchase of up to approximately $104 million aggregate principal amount of its 5.75%

Filing Documents

• z882408k.htm (8-K) — 44KB
• ex4_1.htm (EX-4.1) — 16KB
• ex10_1.htm (EX-10.1) — 73KB
• ex99_1.htm (EX-99.1) — 19KB
• wtt_logo.jpg (GRAPHIC) — 10KB
• 0001214659-24-014126.txt ( ) — 410KB
• wt-20240805.xsd (EX-101.SCH) — 4KB
• wt-20240805_def.xml (EX-101.DEF) — 26KB
• wt-20240805_lab.xml (EX-101.LAB) — 36KB
• wt-20240805_pre.xml (EX-101.PRE) — 25KB
• z882408k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 5, 2024, WisdomTree, Inc. (the "Company") entered into a Stock Repurchase Agreement (the "Repurchase Agreement") with ETFS Capital Limited (formerly ETF Securities Limited) (the "Seller"), pursuant to which the Company agreed to repurchase from the Seller all 14,750 issued and outstanding shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, of the Company ("Series A Preferred Stock"), which are convertible into 14,750,000 shares of the Company's common stock. The shares of Series A Preferred Stock to be repurchased were originally issued to the Seller on April 11, 2018, in connection with the Company's acquisition of the Seller's European exchange-traded commodity, currency and short-and-leveraged business pursuant to a Share Sale Agreement, dated November 13, 2017, and a subsequent Waiver and Variation Agreement related thereto, dated April 11, 2018. As consideration for the transactions contemplated by the Repurchase Agreement (collectively, the "Stock Repurchase"), the Company has agreed to pay the Seller aggregate cash consideration of approximately $144 million (the "Aggregate Purchase Price"), such Aggregate Purchase Price to be paid at the closing of the Stock Repurchase ("Repurchase Closing"). The Aggregate Purchase Price was calculated based upon the simple average of the closing price per share of the Company's common stock on the New York Stock Exchange on four consecutive trading days beginning with the effective date of the Repurchase Agreement and ending with the trading day immediately prior to the time of the public announcement of the offering of a new series of convertible notes, as described in Item 8.01 below. The obligations of each of the Company and the Seller to consummate the Repurchase Closing are conditioned upon the completion of each of the (i) issuance by the Company of approximately $300 million aggregate principal amount of a new ser

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. In connection with entry into the Repurchase Agreement, the Company and the Seller also entered into a Termination Agreement on August 5, 2024 (the "Termination Agreement"), which will terminate the Investor Rights Agreement by and between the Company and the Seller dated as of April 11, 2018 (the "Investor Rights Agreement"), effective upon the Repurchase Closing. The Investor Rights Agreement provides the Seller with certain rights and obligations, many of which had already expired at the time of entry into the Termination Agreement, with respect to its shares of Series A Preferred Stock, including registration rights. The foregoing summary of the Termination Agreement is qualified in its entirety by the full text of the Termination Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On August 8, 2024, the Company issued a press release announcing that it had commenced a private offering, subject to market conditions and other factors, of $300 million aggregate principal amount of convertible senior notes due 2029 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company's common stock, if any, issuable upon conversion of the Notes. The Company intends to use a portion of the net proceeds from the offering of the Notes to finance the repurchase of up to approximately $104 million aggregate principal amount of its 5.75% convertible senior notes due 2028. The Company also intends to use a portion of the net proceeds from the offering to repurchase for cash shares of the Company's common stock from certain purchasers of the Notes, and a portion of the net proceeds from the offering, along with cash and securities on hand, if necessary, for the Stock Repurchase described in Item 1.01 above. The Company intends to use the remainder of the net proceeds from the offering, if any, for working capital and other general corporate purposes.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Termination Agreement, dated as of August 5, 2024, by and between ETFS Capital Limited and WisdomTree, Inc. 10.1 Stock Repurchase Agreement, dated as of August 5, 2024, by and between WisdomTree, Inc. and ETFS Capital Limited 99.1 Press release, dated August 8, 2024, issued by WisdomTree, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that are based on the Company's management's beliefs and assumptions and on information currently available to management. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among oth

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WisdomTree, Inc. Date: August 8, 2024 By: /s/ Bryan Edmiston Bryan Edmiston Chief Financial Officer

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View this 8-K filing on SEC EDGAR