Press Release September 19, 2022

Wayfair Closes $690 Million Convertible Notes Offering with Capped Call

Goodwin’s Capital Markets team advised Wayfair Inc. on its successful offering of $690 million aggregate principal amount of Convertible Senior Notes, which priced with a 3.25% coupon and 30% premium. A portion of the proceeds from the offering were used to repurchase existing convertible notes with near term maturities and to enter into capped call transactions, which were designed to mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raised the conversion price of the notes to $97.62 per share, a 100% premium over the reference price. The offering was extremely well received by investors as evidenced by the attractive pricing terms and minimal stock price impact. The $690 million offering represents Goodwin’s fifth convertible note transaction for Wayfair.

Goodwin assisted Wayfair in the structuring, negotiation, documentation and execution of the transactions, and provided advice, support and analysis throughout the execution process. 

Wayfair Inc. is the destination for all things home: helping everyone, anywhere create their feeling of home. From expert customer service, to the development of tools that make the shopping process easier, to carrying one of the widest and deepest selections of items for every space, style, and budget, Wayfair gives everyone the power to create spaces that are just right for them.

Goodwin’s product team was led by James Barri, John Servidio, Kim de Glossop, Patty Shields and Patrick Wilson in Debt Capital Markets and Derivatives. Goodwin’s corporate team consisted of Michael Minahan, Tevia Pollard and Kimberly Larie. Daniel Karelitz and Garret Gaughan advised on Tax issues.

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