Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Purchase Agreement includes customary representations, warranties and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Indenture
The sale of the Notes closed on
The Company will pay interest on the Notes semiannually in arrears at a rate of
0.625% per annum on
The Notes will mature on
The Company may not redeem the Notes prior to
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provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any.
Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes plus accrued interest, if any, to be immediately due and payable.
The Notes are general unsecured obligations of the Company. The Notes rank
senior in right of payment to any of the Company's indebtedness that is
expressly subordinated in right of payment to the Notes; equal in right of
payment to the Company's existing and future unsecured indebtedness that is not
so subordinated, such as its 0.375% convertible senior notes due 2022 (the "2022
Notes"), 1.125% convertible senior notes due 2024, 2.50% accreting convertible
senior notes due 2025 (the "Existing 2025 Notes") and 1.00% convertible senior
notes due 2026; effectively junior in right of payment to any of the Company's
secured indebtedness to the extent of the value of the assets securing such
indebtedness, such as the Company's senior secured revolving credit facility;
and structurally junior to all existing and future indebtedness and other
liabilities (including trade payables) of the Company's subsidiaries, including
The net proceeds from the sale of the Notes were approximately
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading "Indenture" is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information set forth under Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
The Company's offering of the Notes to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement, including that the Initial Purchasers would only offer, sell or deliver the Notes to persons whom they reasonably believe to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act.
The Notes and the shares of the Company's Class A common stock issuable upon
conversion of the Notes have not been registered under the Securities Act and
may not be offered or sold in
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including, but not limited to, statements regarding: the anticipated use of the net proceeds of the offering of the Notes; and expectations regarding the effect of the Capped Call Transactions; are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions.
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Forward-looking statements are based on current expectations of future events. The Company cannot guarantee that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
A list and description of risks, uncertainties and other factors that could
cause or contribute to differences in the Company's results can be found in its
filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 4.1 Indenture, dated as ofAugust 14, 2020 , by and betweenWayfair Inc. andU.S. Bank National Association , as trustee. 4.2 Form of 0.625% Convertible Senior Notes due 2025 (included in Exhibit 4.1). 10.1 Purchase Agreement, datedAugust 11, 2020 , by and amongWayfair Inc. andCitigroup Global Markets Inc. andGoldman Sachs & Co. LLC , as representatives of the several Initial Purchasers. 10.2 Letter Agreement, datedAugust 11, 2020 , between Barclays Bank PLC andWayfair Inc. regarding the Base Capped Call Transaction. 10.3 Letter Agreement, datedAugust 11, 2020 , betweenCitibank, N.A . andWayfair Inc. regarding the Base Capped Call Transaction. 10.4 Letter Agreement, datedAugust 11, 2020 , betweenMorgan Stanley & Co. LLC andWayfair Inc. regarding the Base Capped Call Transaction. 10.5 Letter Agreement, datedAugust 11, 2020 , betweenGoldman Sachs & Co. LLC andWayfair Inc. regarding the Base Capped Call Transaction. 10.6 Letter Agreement, datedAugust 11, 2020 , between Nomura GlobalFinancial Products Inc. andWayfair Inc. regarding the Base Capped Call Transaction. 10.7 Letter Agreement, datedAugust 11, 2020 , between Bank of Montreal andWayfair Inc. regarding the Base Capped Call Transaction. 10.8 Letter Agreement, datedAugust 12, 2020 , between Barclays Bank PLC andWayfair Inc. regarding the Additional Capped Call Transaction. 10.9 Letter Agreement, datedAugust 12, 2020 , betweenCitibank, N.A . andWayfair Inc. regarding the Additional Capped Call Transaction. 10.10 Letter Agreement, datedAugust 12, 2020 , betweenMorgan Stanley & Co. LLC andWayfair Inc. regarding the Additional Capped Call Transaction. 10.11 Letter Agreement, datedAugust 12, 2020 , betweenGoldman Sachs & Co. LLC andWayfair Inc. regarding the Additional Capped Call Transaction. 10.12 Letter Agreement, datedAugust 12, 2020 , between Nomura GlobalFinancial Products Inc. andWayfair Inc. regarding the Additional Capped Call Transaction. 10.13 Letter Agreement, datedAugust 12, 2020 , between Bank of Montreal andWayfair Inc. regarding the Additional Capped Call Transaction. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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