Wayfair Proposed Offering of $300 Million Convertible Senior Notes

9/11/17

BOSTON--(BUSINESS WIRE)--Wayfair Inc. (NYSE: W) announced today that it intends to offer, subject to market conditions and other factors, $300 million aggregate principal amount of convertible senior notes due 2022 in a private placement under the Securities Act of 1933, as amended. In connection with the offering, the Company expects to grant the initial purchasers an option to purchase (solely to cover over-allotments) up to an additional $45 million aggregate principal amount of notes, which additional notes shall be delivered within a 13-day period beginning on, and including, the date the Company first issues the notes.

The final terms of the notes, including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on September 1, 2022, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to June 1, 2022, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. Thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company may not redeem the notes prior to September 8, 2020. On or after September 8, 2020, the Company may redeem for cash all or part of the notes if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading-day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will equal 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

About Wayfair Inc.

Wayfair Inc. offers an extensive selection of home furnishings and décor across all styles and price points. The Wayfair family of sites includes:

  • Wayfair, an online destination for all things home
  • Joss & Main, where beautiful furniture and finds meet irresistible savings
  • AllModern, unbelievable prices on everything modern
  • DwellStudio, unexpected modern design for everyday life
  • Birch Lane, a collection of classic furnishings and timeless home décor

Wayfair generated $3.9 billion in net revenue for the twelve months ended June 30, 2017. Headquartered in Boston, Massachusetts with operations throughout North America and Europe, the Company employs more than 6,000 people.

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