Wayfair Proposes Offering of $700MM Senior Secured Notes

Wayfair intends to offer, subject to market and other conditions, $700 million in aggregate principal amount of senior secured notes due 2029 in a private offering. Wayfair intends to use the net proceeds from the notes offering, together with cash on hand, for the repayment of certain of its existing convertible senior notes and general corporate purposes._x000D_
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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. 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._x000D_
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The notes and related guarantees will not be registered under the Securities Act of 1933, as amended, 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.