The 3.50% convertible notes are due 2028

Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A offering by Wayfair Inc. of $690 million aggregate principal amount of its 3.50% convertible senior notes due 2028, which included an option granted to the initial purchasers to purchase up to $90 million of additional notes, which was exercised in full. In addition, Davis Polk advised the counterparties to the capped call transactions entered into in connection with the offering.

Wayfair is one of the world’s largest online destinations for home. Through its e-commerce business model, Wayfair offers customers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for millions of products from over 20,000 suppliers. Wayfair is listed on the New York Stock Exchange under the symbol “W.”

The Davis Polk capital markets team included partner Marcel Fausten and associate Michael Schuster. The equity derivatives team included partner Mark M. Mendez, counsel Katharine O’Banion and associates Gregory Edgar Marchesini and Eugenia S. Lee. The tax team included partner Michael Farber and associates Benjamin Helfgott and Michelle Zhao. All members of the Davis Polk team are based in the New York office.