BOSTON, March 10,
2025 /PRNewswire/ -- Wayfair Inc. (NYSE: W) (the
"Company," "we" or "Wayfair") today announced that its subsidiary,
Wayfair LLC (the "Issuer"), intends to offer, subject to market and
other conditions, $700 million in
aggregate principal amount of senior secured notes due 2030 (the
"Notes") in a private offering.
We intend to use the net proceeds from the Notes offering to
purchase a portion of our outstanding 0.625% convertible senior
notes due 2025 (the "2025 Notes") and 1.00% convertible senior
notes due 2026 (the "2026 Notes") concurrent with or subsequent to
the offering of Notes and for general corporate purposes, which may
include the repayment of existing indebtedness. We expect that
certain holders of the 2025 Notes or 2026 Notes that we purchase
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 our Class A common stock or entering into or
unwinding various derivative transactions with respect to our
Class A common stock. As a result, our 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 our 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, we
intend to enter into an amended and restated credit agreement (the
"Amended and Restated Credit Agreement") to, among other things,
establish a new credit facility (the "Revolver"), which we expect
will (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 (the "Securities Act"), 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.
About Wayfair
Wayfair is the destination for all
things home, and we make it easy to create a home that is just
right for you. Whether you're looking for that perfect piece or
redesigning your entire space, Wayfair offers quality finds for
every style and budget, and a seamless experience from inspiration
to installation.
The Wayfair family of brands includes:
- Wayfair: Every style. Every home.
- AllModern: Modern made simple.
- Birch Lane: Classic style for joyful living.
- Joss & Main: The ultimate style edit for
home.
- Perigold: The destination for luxury home.
- Wayfair Professional: A one-stop Pro shop.
Wayfair generated $11.9 billion in
net revenue for the year ended December 31, 2024 and is
headquartered in Boston,
Massachusetts with global operations.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of federal and state securities laws. All statements
other than statements of historical fact contained in this press
release, including statements regarding whether we will offer and
issue the Notes and the terms of the Notes; the anticipated use of
the net proceeds from the offering of the Notes; expectations
regarding the repayment of Wayfair's outstanding convertible notes;
whether we will enter into the Amended and Restated Credit
Agreement; and expectations regarding the Amended and Restated
Credit Agreement, are forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as "may,"
"will," "should," "expects," "plans," "anticipates," "continues,"
"could," "intends," "goals," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or the negative
of these terms or other similar expressions. Forward-looking
statements are based on current expectations of future events. We
cannot guarantee that any forward-looking statement will be
accurate, although we believe that we have been reasonable in our
expectations and assumptions. Investors should realize that if
underlying assumptions prove inaccurate or that known or unknown
risks or uncertainties materialize, actual results could vary
materially from our expectations and projections. Investors are
therefore cautioned not to place undue reliance on any
forward-looking statements. We believe that these risks and
uncertainties include, but are not limited to, adverse
macroeconomic conditions, including economic instability, changes
in tax laws, regulations and new or increased tariffs, including
based on the recent U.S. presidential election, export controls,
sustained higher interest rates, inflation, slower growth or the
potential for recession, disruptions in the global supply chain and
other conditions affecting the retail environment for products we
sell, and other matters that influence consumer spending and
preferences, as well as our ability to plan for and respond to the
impact of these conditions; our ability to acquire and retain
customers in a cost-effective manner; our ability to increase our
net revenue per active customer; our ability to build and maintain
strong brands; our ability to manage our growth initiatives; and
our ability to expand our business and compete successfully. A
further list and description of risks, uncertainties and other
factors that could cause or contribute to differences in our future
results include the cautionary statements herein and in our most
recent Annual Report on Form 10-K and in our other filings and
reports with the Securities and Exchange Commission. We qualify all
of our forward-looking statements by these cautionary statements.
These forward-looking statements speak only as of the date of this
press release and, except as required by applicable law, we
undertake no obligation to publicly update or revise any
forward-looking statements contained herein, whether as a result of
any new information, future events or otherwise.
Media Relations Contact:
Tara Lambropoulos
PR@Wayfair.com
Investor Relations Contact:
James Lamb
IR@wayfair.com
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SOURCE Wayfair Inc.
