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From Home Furnishing Business
Wayfair, Inc. Announces Upsize of Notes’ Principal
September 25,
2024 by Karen Parrish in Business Strategy, Industry 
Wayfair Inc. (the "Company," "we" or "Wayfair") announced the pricing by its subsidiary, Wayfair LLC (the "Issuer"), of its private offering of $800 million in aggregate principal amount of 7.250% senior secured notes due 2029. The offering size was increased to $800 million from the previously announced offering size of $700 million in aggregate principal amount of Notes. The Notes will mature on October 31, 2029, unless earlier repurchased or redeemed in accordance with their terms. The Notes offering is expected to close on October 8, 2024, subject to customary closing conditions.
We intend to use the net proceeds from the Notes offering, together with cash on hand, for the repayment of certain of Wayfair's existing convertible senior notes and general corporate purposes.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Wayfair and certain Wayfair domestic subsidiaries that guarantee the Issuer's senior secured revolving credit facility. The Notes and related guarantees will be secured on a first-priority basis by liens on the same assets that secure the Issuer's senior secured revolving credit facility.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer of the Notes and related guarantees is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. This press release also shall not constitute an offer to purchase, a solicitation of an offer to sell, or notice of redemption with respect to any of Wayfair's outstanding convertible notes.