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Wayfair greenshoe ups 0.375% five-year convertibles to $431.3 million
By Wendy Van Sickle
Columbus, Ohio, Sept. 15 – Underwriters for Wayfair Inc.’s 0.375% five-year convertible senior notes fully exercised their $56.25 million over-allotment option, bringing the total deal size to $431.25 million, according to an 8-K filing with the Securities and Exchange Commission.
The company initially priced $375 million of the notes at par with an initial conversion premium of 35% on Sept. 11 in a Rule 144A deal, as previously reported.
The initial issue was upsized from an expected $300 million, and the greenshoe was upsized from $45 million originally.
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.
Goldman Sachs & Co. and Citigroup Global Markets Inc. were the joint bookrunners.
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.
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