Wayfair Inc. has announced that its subsidiary, Wayfair LLC, intends to offer $700 million in senior secured notes due 2030 in a private offering, subject to market conditions.
Photo: Dreamstime.
The company plans to use the proceeds to repurchase a portion of its outstanding 0.625% convertible senior notes due 2025 and 1.00% convertible senior notes due 2026. Additional funds may be allocated for 'general corporate purposes, which may include the repayment of existing indebtedness.'
Holders of the 2025 and 2026 notes who have hedged their equity price risk may 'unwind all or part of their hedge positions' by purchasing Class A common stock or adjusting related derivative transactions. This activity could potentially impact the market price of Wayfair's shares.
The notes will be fully guaranteed on a senior secured basis by Wayfair and certain domestic subsidiaries that back the company's existing senior secured revolving credit facility and notes. They will be secured by first-priority liens on the same assets that guarantee Wayfair's existing senior secured debt.
Wayfair is also planning to enter into an amended and restated credit agreement to establish a new credit facility, referred to as the "Revolver." The facility is expected to extend credit maturities to 2030 and provide commitments of up to $500 million. However, there is "no assurance" that the agreement will be finalised as anticipated.
The notes and related guarantees will not be registered under the Securities Act of 1933 and will be offered only to "qualified institutional buyers" and non-U.S. persons under specific regulatory exemptions.
Wayfair stated that this announcement "shall not constitute an offer to sell or a solicitation of an offer to buy any securities" in jurisdictions where such offers would be unlawful.
Source: www.hfbusiness.com