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From Home Furnishing Business
Wayfair Announces Proposed Sale of $700 Million in Senior Secured Notes
November 4,
2025 by Karen Parrish in Business Strategy, Industry 
Wayfair Inc. announced that its subsidiary, Wayfair LLC, intends to offer, subject to market and other conditions, $700 million in aggregate principal amount of senior secured notes due 2032 in a private offering.
The net proceeds from the Notes are intended to offer to purchase a portion of the outstanding 3.250% convertible senior notes due 2027 and 3.500% convertible senior notes due 2028 and for general corporate purposes, which may include repayment of other existing indebtedness.
No assurance can be given as to how much, if any, of the 2027 Notes or 2028 Notes will be repurchased, the terms on which they will be repurchased or the timing of any such repurchases. If any of the 2027 or 2028 Notes are purchased, it is expected that certain holders of the 2027 Notes or 2028 Notes that are purchased, who have hedged their equity price risk with respect to such 2027 Notes or 2028 Notes will unwind all or part of their hedge positions by buying Class A common stock or entering into or unwinding various derivative transactions with respect to Class A common stock.
As a result, any future purchases of 2027 Notes and 2028 Notes and the potential related market activities by holders of such repurchased 2027 Notes or 2028 Notes could increase (or reduce the size of any decrease in) the market price of our Class A common stock.
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 and existing senior secured notes. 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 and existing senior secured notes.
The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and will 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.