Goodwin advised Wayfair Inc. on a private placement of convertible senior notes in an aggregate principal amount of $535 million. The transaction further strengthens the company’s balance sheet and optimizes its liquidity position to allow it to continue to serve customers from a position of operational and financial strength.
Wayfair is one of the world’s largest online destinations for the home. Great Hill Partners and Charlesbank Capital Partners, two leading private equity firms, led the transaction. One of Wayfair’s largest public shareholders, The Spruce House Partnership, also participated.
The notes will bear interest, to be paid in kind, at an annual rate of 2.5% and feature a $72.50 conversion price, representing a 46% premium to the average closing price of Wayfair’s Class A common stock over the last 30 days (as of April 3, 2020). The notes will mature in five years, unless earlier redeemed, repurchased, or converted in accordance to their terms.
The Goodwin team was led by Ettore Santucci, Jim Barri, Jim Matarese and Michael Minahan, and included Jacqueline Mercier (M&A), Tiffany Williamson and Tevia Pollard (Capital Markets), Milena Tantcheva and John Ilardo (Debt Finance), Andrea Murino (Antitrust + Competition), and Dan Karelitz (Tax).
For more details, read the press release.