Exhibit 99.1
Wayfair Prices Offering of $700 Million Senior Secured Notes
BOSTON, March 11, 2025 Wayfair Inc. (NYSE: W) (the Company, we or Wayfair) today announced the pricing by
its subsidiary, Wayfair LLC (the Issuer), of its private offering of $700 million in aggregate principal amount of 7.750% senior secured notes due 2030 (the Notes). The Notes will mature on September 15, 2030, unless earlier
repurchased or redeemed in accordance with their terms. The Notes offering is expected to close on March 13, 2025, subject to customary closing conditions.
We intend to use a portion of the net proceeds from the Notes offering to purchase approximately $580 million aggregate principal amount of our outstanding
1.00% convertible senior notes due 2026 (the 2026 Notes) from certain investors that agreed to sell us such 2026 Notes concurrent with the pricing of the Notes offering. We intend to use the remainder of the net proceeds for general
corporate purposes, which may include the repayment or repurchase of existing indebtedness including our outstanding 0.625% convertible senior notes due 2025 (the 2025 Notes) or additional 2026 Notes. 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. 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, 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 equal to $500.0 million. Syndication efforts to arrange the Amended and Restated Credit Agreement were successful.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the Securities Act), or the securities
laws of any other jurisdiction, and may 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. |
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Perigold: The destination for luxury home. |
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Wayfair Professional: A one-stop Pro
shop. |