Wayfair, LLC Offers $700M in Senior Secured Notes in Private Offering

March 10, 2025  by Karen Parrish in Business Strategy, Industry   

Wayfair intends to use the net proceeds from the Notes offering to purchase a portion of the outstanding 0.625% convertible senior notes due 2025 and 1.00% convertible senior notes due 2026 concurrent with or subsequent to the offering of Notes and for general corporate purposes, which may include the repayment of existing indebtedness.

The company expects that certain holders of the 2025 Notes or 2026 Notes that are purchased who have hedged their equity price risk with respect to such 2025 Notes or 2026 Notes will unwind all or part of their hedge positions by buying the Class A common stock or entering into or unwinding various derivative transactions with respect to the Class A common stock.

As a result, the anticipated purchases of 2025 Notes and 2026 Notes and the potential related market activities by holders of such repurchased 2025 Notes or 2026 Notes could increase (or reduce the size of any decrease in) the market price of the Class A common stock. No assurance can be given as to how much, if any, of the 2025 Notes or the 2026 Notes will be repurchased or the terms on which they will be repurchased.

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.

Substantially concurrently with the issuance of the notes are intended to enter into an amended and restated credit agreement to, among other things, establish a new credit facility (the "Revolver"), which are expected to (x) extend the maturity of the credit facilities to 2030 (subject to a springing maturity in certain circumstances) and (y) provide for commitments in an aggregate amount up to $500.0 million. Syndication efforts to arrange the Revolver are ongoing and there can be no assurance that the Amended and Restated Credit Agreement will be entered into on the terms described herein or at all. The completion of the offering and the issuance of the Notes is not conditioned upon the closing of the Amended and Restated Credit Agreement and vice versa.

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.

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.