Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes

Rhea-AI Summary

Wayfair (NYSE: W) announced that subsidiary Wayfair LLC intends to offer $700 million aggregate principal amount of senior secured notes due 2032 in a private offering on November 4, 2025. The company intends to use net proceeds to purchase some of its outstanding 3.250% convertible notes due 2027 and 3.500% convertible notes due 2028 and for general corporate purposes, which may include repayment of other indebtedness. The Notes will be fully guaranteed and secured by first‑priority liens on the same assets that secure the issuer's revolving credit facility and existing senior secured notes. The Notes are being offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S; they will not be registered under the Securities Act.

Positive

• $700 million proposed senior secured note issuance
• Proceeds intended to repurchase 2027 and 2028 convertible notes
• First‑priority security on assets matches existing secured facilities

Negative

• New secured debt adds senior lien on company assets
• No assurance on amount or timing of convertible note repurchases
• Private offering limited to QIBs/Reg S, not registered under Securities Act

Insights

Capital markets analyst

Wayfair plans a 700 million senior secured note offering to refinance convertibles and for corporate uses; near-term effects are uncertain.

Wayfair will issue senior secured notes due 2032 through its subsidiary and intends to use net proceeds to purchase some of its outstanding 3.250% convertible notes due 2027 and 3.500% convertible notes due 2028 and for general corporate purposes. The new notes carry first‑priority liens and joint-and-several guarantees from Wayfair and certain domestic subsidiaries, matching the collateral structure of the issuer’s existing secured facilities.

The immediate financial effect depends on how much of the 2027 and 2028 convertible debt is repurchased and the timing, which the company explicitly says is uncertain. If holders who were hedged unwind those hedges after repurchases, the company notes that such market activity could increase or reduce any decline in its Class A stock price. The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.

Key dependencies and risks include the final repurchase amount and timing of the convertible notes, the extent of hedge unwinds by repurchased-note holders, and market/other conditions required to consummate the private placement. Watch for concrete repurchase terms, the actual use of proceeds, and any filings disclosing the exact amount repurchased and timetable within the next several weeks to months.

BOSTON, Nov. 4, 2025 /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 2032 (the "Notes") in a private offering.

We intend to use the net proceeds from the Notes offering to purchase a portion of our outstanding 3.250% convertible senior notes due 2027 (the "2027 Notes") and 3.500% convertible senior notes due 2028 (the "2028 Notes") and for general corporate purposes, which may include repayment of other existing indebtedness. No assurance can be given as to how much, if any, of the 2027 Notes or 2028 Notes will be repurchased, the terms on which they will be repurchased or the timing of any such repurchases. If we purchase any of the 2027 or 2028 Notes, we expect that certain holders of the 2027 Notes or 2028 Notes that we purchase who have hedged their equity price risk with respect to such 2027 Notes or 2028 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, any future purchases of 2027 Notes and 2028 Notes and the potential related market activities by holders of such repurchased 2027 Notes or 2028 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 Issuer's 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 Issuer's senior secured revolving credit facility and existing senior secured notes.

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, and we make it easy to create a home that is just right for you. Whether you're 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:

• Wayfair: Every style. Every home.
• AllModern: 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 $12.2 billion in net revenue for the twelve months ended September 30, 2025 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 are forward-looking statements, 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; expectations regarding the repayment of Wayfair's outstanding convertible notes; expectations regarding potential derivative unwinding transactions by the holders of the 2027 Notes and the 2028 Notes in connection with the issuance of the Notes; and the potential market impact, including to the trading price of Wayfair's Class A common stock, of such derivative unwinding transactions. 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, risks relating to dilution and liability management exercises generally, risks relating to the consummation of the Notes offering, risks relating to the impact, including to the trading price of Wayfair's Class A common stock, of any associated derivative unwinding transactions, adverse macroeconomic conditions, including economic instability, changes in laws and regulations, and other governmental actions or policies, including those related to taxes and new or increased tariffs and the uncertainty surrounding potential changes in such laws and regulations or other potential governmental actions or policies, export controls, sustained higher interest rates and inflation, slower growth or the potential for recession, disruptions in the global supply chain and other 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 increase our net revenue per active customer; our ability to build and maintain strong brands; and our ability to expand our business and compete successfully, including risks relating to achieving the anticipated benefits of investments in our technology and systems, including generative AI. 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:
Ryan Barney
IR@wayfair.com

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SOURCE Wayfair Inc.

FAQ

What is Wayfair's proposed debt offering announced on November 4, 2025 (W)?

Wayfair subsidiary intends to offer $700 million of senior secured notes due 2032 in a private Rule 144A/Reg S offering.

How does Wayfair (W) plan to use proceeds from the $700M senior secured notes?

Net proceeds are intended to purchase some outstanding 3.250% notes due 2027 and 3.500% notes due 2028 and for general corporate purposes, possibly repaying other debt.

Will the new Wayfair (W) notes be secured and guaranteed?

Yes; the notes will be fully and unconditionally guaranteed and secured by first‑priority liens on the same assets that secure the issuer's existing secured facilities.

Are Wayfair's (W) 2032 notes registered for public sale in the U.S.?

No; the notes will not be registered under the Securities Act and are offered only to qualified institutional buyers and non‑U.S. persons under exemptions.

Could the planned repurchases affect Wayfair's (W) stock price?

The company said certain holders who hedged convertible notes may unwind hedges by buying Class A stock or using derivatives, which could affect the market price.