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Wayfair Announces Closing of Private Offering of Notes

October 8, 2024  by Karen Parrish in Business Strategy, Industry   

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.

"Wayfair has demonstrated considerable cost discipline over the past two years, and we're excited for this next step on our journey of financial maturation," said Kate Gulliver, Chief Financial Officer and Chief Administrative Officer, Wayfair. "We're on a solid path to continue deleveraging as we strive to improve our cash flow profile and repay our upcoming maturities over the next year."

The Notes are 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 are 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 were 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.