Press Release August 20, 2020

Wayfair Prices Upsized $1.52 Billion 0.625% Convertible Notes With Capped Call

The Capital Markets team advised client Wayfair Inc. on its successful offering of 0.625% Convertible Senior Notes due 2025. The deal initially launched at $1.2 billion, but was upsized to $1.518 billion, including full exercise of the upsized greenshoe. The initial conversion price of the notes featured a premium of 32.5% up from the reference price of approximately $314.83. In connection with the offering, Wayfair entered into capped call transactions which mitigates equity dilution and/or offsets payments due upon conversion of the notes and effectively raises the conversion price of the notes to approximately $787.08 per share, a 150% premium over the reference price. Goodwin also advised Wayfair on privately negotiated repurchases of its 0.375% Senior Convertible Notes due 2022. The $1.52 billion offering represents Goodwin’s second major equity-linked transaction for Wayfair in 2020. In April 2020, Goodwin advised Wayfair on its $535 million private placement of 2.50% five-year convertible senior notes.

Wayfair Inc. is one of the world's largest online destinations for the home. Through its e-commerce business model, Wayfair offers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over eighteen million products from over 12,000 suppliers.

The Goodwin team was led by James Barri, John Servidio, Ettore Santucci and Kim de Glossop in Debt Capital Markets. The Technology team consisted of Michael Minahan, Zuzanna Gruca and Tevia Pollard. Daniel Karelitz and Alexander Plaum advised on Tax issues.

For more information, please see Wayfair’s closing press release for the offering.