BOSTON, Sept. 23,
2024 /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 2029 (the
"Notes") in a private offering.
We intend to use the net proceeds from the Notes offering,
together with cash on hand, for the repayment of certain of
Wayfair's existing convertible senior notes and general corporate
purposes.
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. 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.
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, in one inspiring
place. With quality finds for every style and budget, and a
convenient experience from inspiration to installation, Wayfair
empowers everyone, everywhere to create a space that is just right
for them.
The Wayfair family of brands includes:
- Wayfair: Every style. Every home.
- AllModern: All of 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 twelve months ended June
30, 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; and expectations
regarding the repayment of Wayfair's outstanding convertible notes,
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 rising and fluctuating interest
rates and inflation, slower growth or the potential for recession,
disruptions in the global supply chain, 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 and expansion 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.
