Wayfair prices $600M 3.50% convertible notes due 2028; uses proceeds to buy back existing notes

Wayfair Inc.

$600M aggregate principal of 3.50% convertible notes due Nov 2028, plus $90M greenshoe option.
Initial conversion price $45.80/share (25% premium over May 9 close of $36.64).
Net proceeds ~$588.6M; $75.8M for capped call transactions, $513.8M to repurchase ~$617M of existing 2024/2025 notes.
Capped call transaction cap price $73.28/share (100% premium) to reduce potential dilution.
Concurrent note repurchases of ~$82.5M of 2024 Notes and ~$534.5M of 2025 Notes for cash.

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