Exhibit 99.1
Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes
BOSTON, March 10, 2025 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 Issuers 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 Issuers 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 Wayfairs 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 youre 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:
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Wayfair: Every style. Every home. |
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AllModern: Modern made simple. |
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Birch Lane: Classic style for joyful living. |
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Joss & Main: The ultimate style edit for
home. |