Phoenix, AZ – January 28, 2021 – PetSmart LLC (“PetSmart”) announced today that it together with its wholly-owned subsidiary, PetSmart Finance Corp. (the “Co-Issuer” and, together with PetSmart, the “Issuers”), intend to offer (the “Offering”), subject to market and other conditions, $1,200 million aggregate principal amount of senior first lien notes due 2028 (the “Secured Notes”) and $1,150 million aggregate principal amount of senior notes due 2029 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a private offering. The Secured Notes will be senior secured obligations of the Issuers and will be guaranteed by certain of their wholly owned domestic subsidiaries. The Unsecured Notes will be senior unsecured obligations of the Issuers and will be guaranteed by certain of their wholly owned domestic subsidiaries.
The Issuers intend to use to the proceeds of the Offering, together with cash on hand, borrowings under a new $2,300 million senior secured term loan facility (the “New Term Loan Facility”) and proceeds from a contribution of approximately $1,303 million (the “Contribution” and, together with the New Term Loan Facility and the Offering, the “Refinancing Transactions”) to PetSmart’s equity from its parent company, to fund the early redemption, repurchase or repayment in full of outstanding debt under PetSmart’s existing term loan and PetSmart’s existing notes and to pay related fees, costs, premiums and expenses in connection therewith.
Substantially concurrently with the consummation of the Refinancing Transactions, PetSmart also intends to distribute, directly or indirectly, to its parent, Argos Holdings Inc., and Argos Holdings Inc. intends to distribute to its parent or one of such parent’s subsidiaries all shares of Chewy Inc. (“Chewy”) common stock currently held by PetSmart and its subsidiaries (the “Chewy Distribution”). Following completion of the Chewy Distribution, PetSmart will not directly or indirectly own any shares of Chewy common stock. Accordingly, neither Chewy nor any subsidiary of Chewy will be a subsidiary of PetSmart. In connection with the Refinancing Transactions, an affiliate of our parent intends to pledge a number of shares of Chewy Class B common stock (with a market value, at the time of pricing of the Refinancing Transactions, of approximately $4,000 million assuming conversion of such Class B common stock into an equivalent number of shares of Chewy’s Class A common stock and based on the closing price of the Class A common stock of Chewy on the New York Stock Exchange on the pricing date of the Notes) as collateral for the new first lien secured debt, including the Secured Notes, and such affiliate intends to guarantee both the Secured Notes and the Unsecured Notes. This press release shall not constitute a notice of redemption with respect to any series of existing notes or a notice of repayment with respect to the existing term loan.
The Notes and related guarantees are being offered only to persons reasonably believed to be qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act and the rules thereunder) who are also (1) reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, or (2) Non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain statements included in this press release (including statements related to the proposed Refinancing Transactions above) may be considered “forward-looking” statements,” which are based on information available to PetSmart on the date of this release. We have attempted to identify forward-looking statements by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should” or other comparable terminology. However, such terminology is not the exclusive means of identifying forward-looking statements and its absence does not mean that the statement is not forward-looking. You should not place undue reliance on these forward-looking statements, which are based on currently available information and management’s current expectations and beliefs about future events or future financial performance. Actual results may differ materially from the forward-looking statements contained in this press release. Although we believe the expectations and beliefs reflected in the forward-looking statements are reasonable, such statements speak only as of the date of this press release, and we do not undertake any obligation to update or revise, publically or otherwise, any of the forward-looking statements after such date unless required by law.
PetSmart LLC is the largest specialty pet retailer of services and solutions for the lifetime needs of pets. At PetSmart, we love pets, and we believe pets make us better people. Every day with every connection, PetSmart’s passionate associates help bring pet parents closer to their pets so they, together, can live more fulfilled lives. This vision impacts everything we do for our customers, the way we support our associates and how we give back to our communities. PetSmart operates approximately 1,650 pet stores in the United States, Canada and Puerto Rico, as well as more than 200 in-store PetSmart PetsHotel® dog and cat boarding facilities. The retailer provides a broad range of competitively priced pet food and products, as well as services such as dog training, pet grooming, pet boarding, PetSmart Doggie Day Camp™ and pet adoption. PetSmart, PetSmart Charities® and PetSmart Charities® of Canada work with more than 4,000 animal welfare organizations to bring adoptable pets into stores so they have the best chance possible of finding a forever home. Through this in-store adoption program and other signature events, PetSmart has facilitated more than 9 million adoptions, more than any other brick-and-mortar organization.
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