Phoenix, AZ – May 5, 2020 – PetSmart LLC (“PetSmart”) today announced that the 2020 Mandatory Exchangeable Trust (the “Trust”), a Delaware statutory trust, has priced the offering of its 2020 Mandatory Exchangeable Trust Securities (the “Trust Securities”) exchangeable into Class A common stock, par value $0.01 per share, of Chewy, Inc. (the “common stock”) in a private placement to investors that are both qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules thereunder (the “Investment Company Act”) for purposes of Section 3(c)(7) of the Investment Company Act for an aggregate purchase price of $600 million. The Trust also granted the initial purchasers of the Trust Securities an option to purchase up to an additional $90 million aggregate purchase price of its Trust Securities. At the closing of the transaction, which is expected to occur on May 11, 2020, the Trust will enter into a variable forward purchase agreement with Buddy Chester Sub LLC (the “Seller”), a wholly owned subsidiary of PetSmart. At the closing of the offering of the Trust Securities, the Trust will pay to the Seller the net proceeds received from the issuance of the Trust Securities, excluding amounts in respect of the Trust’s expenses and amounts used by the Trust to purchase U.S. Treasury securities, which will fund quarterly distributions on the Trust Securities. PetSmart intends to use the net proceeds received under the variable forward purchase agreement to repay outstanding debt. The Trust Securities will pay quarterly distributions of $16.25 (or $17.15 on August 16, 2020) per Trust Security (there will be 600,000 Trust Securities outstanding, or 690,000 if the initial purchasers exercise their option to purchase additional Trust Securities in full). At the exchange date, which is expected to be May 16, 2023, the Trust will exchange each Trust Security for a certain number of shares of common stock between 21.2368 and 25.4842 per Trust Security determined by reference to the trading price of the common stock at that time or, subject to the Seller’s election, cash or a combination of cash and common stock. Under certain circumstances, the Trust Securities may be exchanged prior to the scheduled exchange date.
The Trust securities are only being offered to persons reasonably believed to be both qualified institutional buyers as defined in Rule 144A under the Securities Act and qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act for purposes of Section 3(c)(7) of the Investment Company Act. Neither the Trust, Trust Securities nor any of the common stock subject to the Trust Securities have been or will be registered under the Investment Company Act, the Securities Act or the securities laws of any other state or jurisdiction, and therefore, may not be offered or sold in the United States without registration or an applicable exemption from registration requirements under the Investment Company Act, the Securities Act and any applicable state or other jurisdiction’s securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Cautionary Notes on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the fact that they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “intend,” “plan,” “believe” and others words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements are likely to relate to, among other things, statements about the offer and the expected timing thereof and are based on current expectations and involve inherent risks and uncertainties that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations.