Boston — Wayfair LLC, a subsidiary of e-commerce home furnishings retailer Wayfair Inc., plans to offer, subject to market and other conditions, $700 million in senior secured notes in a private offering.
Net proceeds from the notes, due 2030, would be used to purchase a portion of the company’s outstanding 0.625% convertible senior notes due this year and 1% convertible senior notes due in 2026 concurrent with or subsequent to the new note offering and for general corporate purposes, which may include the repayment of existing debt.
Repurchase of the 2025 and 2026 notes from certain holders may impact the company’s Class A common stock, as holders who have hedged their equity price risk with respect to the notes will unwind all or part of the hedge portions by buying Class A common stock or enter into or unwind various derivative transactions with respect to the stock, according to a company release.
The $700 million in new notes will be fully and unconditionally guaranteed on a senior secured basis by Wayfair and certain domestic subsidiaries. The notes and related guarantees will be secured on a first-priority basis by liens on the same assets that secure the secured senior secured revolving credit facility and existing senior secured notes.
Concurrent with the issuance of the notes, Wayfair intends to enter into an amended and restated credit agreement to establish a new credit facility that that is expected to extend the maturity of the credit facility to 2030 and provide commitments in an aggregate amount up to $500 million. Syndication efforts to arrange this new revolver credit facility are ongoing.