WAYFAIR INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 19, 2018 1.125% Convertible Senior Notes due 2024Indenture • November 19th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
INDENTURE dated as of November 19, 2018 between WAYFAIR INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL:Call Option Transaction • November 19th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses
This letter agreement (this “Confirmation”) amends and restates in its entirety the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”) pursuant to an original letter agreement entered into between Dealer and Counterparty, dated as of September 14, 2017 (the “Original Confirmation”). Upon the execution of this Confirmation, this Confirmation will supersede and replace the Original Confirmation in its entirety. All references to the Original Confirmation in the Agreement or in any other documentation between the parties regarding the Transaction shall be to this amended and restated Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: Citibank, N.A. Re: Base Call Option Transaction Date: November 15, 2018Base Call Option Transaction • November 19th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses
This letter agreement (this “Confirmation”) amends and restates in its entirety the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”) pursuant to an original letter agreement entered into between Dealer and Counterparty, dated as of September 11, 2017 (the “Original Confirmation”). Upon the execution of this Confirmation, this Confirmation will supersede and replace the Original Confirmation in its entirety. All references to the Original Confirmation in the Agreement or in any other documentation between the parties regarding the Transaction shall be to this amended and restated Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Wayfair Inc. $500,000,000 1.125% Convertible Senior Notes due 2024 Purchase AgreementPurchase Agreement • November 19th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2024 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $75,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2024 (the “Option Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Option Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, shares of Class A common stock, par value $0.001 per share, of th
