WAYFAIR INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2020 0.625% Convertible Senior Notes due 2025Indenture • August 17th, 2020 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
INDENTURE dated as of August 14, 2020 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).
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Additional Call Option Transaction Date: August 12, 2020Call Option Transaction • August 17th, 2020 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). 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.
From: Morgan Stanley & Co. LLC Re: Base Call Option Transaction Date: August 11, 2020Base Call Option Transaction • August 17th, 2020 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). 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. $1,320,000,000 0.625% Convertible Senior Notes due 2025 Purchase AgreementPurchase Agreement • August 17th, 2020 • 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, $1,320,000,000 aggregate principal amount of its 0.625% Convertible Senior Notes due 2025 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $198,000,000 aggregate principal amount of its 0.625% Convertible Senior Notes due 2025 (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
