Wayfair Inc. Prices Offering of $1.32 Billion Convertible Senior Notes

Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) announced today the pricing of $1.32 billion aggregate principal amount of 0.625% convertible senior notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering of $1.2 billion aggregate principal amount of notes. In connection with the offering, the Company granted the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the initial issuance date of the notes, up to an additional $198 million aggregate principal amount of notes.

The notes will bear interest at a rate of 0.625% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2021. The notes will mature on October 1, 2025, unless earlier redeemed, repurchased or converted in accordance with their terms. Prior to July 1, 2025, 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 October 4, 2022. On or after October 4, 2022, 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.

The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, with the form of consideration determined at the Company’s election. Holders of the notes will have the right to require the Company to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events. The conversion rate will initially be 2.3972 shares of the Company’s Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $417.15 per share of the Company’s Class A common stock). The initial conversion price of the notes represents a premium of approximately 32.5% over the U.S. composite volume weighted average price of the Company’s Class A common stock on Tuesday, August 11, 2020, including the opening and closing trades on such day, which was $314.8312 per share. The sale of the notes is expected to close on August 14, 2020, subject to customary closing conditions.