By Stephanie N. Rotondo
Seattle, Sept. 12 – Wayfair Inc. priced an upsized $375 million Rule 144A offering of five-year convertible senior notes at par to yield 0.375% with an initial conversion premium of 35%, the company said in a press release.
The deal came beyond the rich end of the initial 0.625% to 1.125% yield talk but in the middle of the 32.5% to 37.5% conversion premium talk.
The issue was also upsized from an expected $300 million.
Goldman Sachs & Co. and Citigroup Global Markets Inc. are the joint bookrunners.
There is a $56.25 million 13-day over-allotment option, increased from $45 million.
Conversions will be settled with cash, common stock or a combination of both. The issue is contingently convertible prior to June 1, 2022 and convertible at anytime thereafter.
The initial conversion price is $104.06 per share, representing an initial conversion rate of 9.6100 shares per each $1,000 of notes.
The company can redeem the issue on or after Sept. 8, 2020, assuming the underlying stock hits a 130% price hurdle.
The convertibles are putable in certain circumstances.
The Boston-based home décor website also said that it entered into privately negotiated capped call transactions with one or more initial purchasers of the notes.
A portion of the deal’s proceeds will be used to cover the capped call transactions. The remaining funds will be used for working capital and general corporate purposes.
| Issuer: | Wayfair Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $375 million
|
| Greenshoe: | $56.25 million
|
| Maturity: | Sept. 1, 2022
|
| Bookrunners: | Goldman Sachs & Co. and Citigroup Global Markets Inc.
|
| Coupon: | 0.375%
|
| Price: | Par of $1,000
|
| Yield: | 0.375%
|
| Conversion premium: | 35%
|
| Conversion price: | $104.06 a share
|
| Conversion rate: | 9.6100 shares
|
| Provisional call: | On or after Sept. 8, 2020, if the stock hits a 130% price hurdle
|
| Contingent conversion: | Prior to June 1, 2022 in certain circumstances
|
| Pricing date: | Sept. 11
|
| Settlement date: | Sept. 15
|
| Distribution: | Rule 144A
|
| Talk: | 0.625% to 1.125%, up 32.5% to 37.5%
|
| Stock symbol: | NYSE: W
|
| Stock reference price: | $77.08 as of Sept. 11 close
|
| Market capitalization: | $6.842 billion
|
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