PLANTATION, Fla.–(BUSINESS WIRE)– Chewy, Inc. today announced… (NYSE: CHWY) (NYSE: CHWY), a trusted destination for parents and partners everywhere, announced the pricing of an underwritten IPO of $15,852,886. shares of its Class A common stock, par value $0.01 per share, from Buddy Chester Sub LLC (the selling stockholder), an entity affiliated with funds advised by BC Partners Advisors LP (BC Partners), Chewy's largest shareholder ( the proposal). The Seller Stockholder has granted the Underwriter a 30-day option to purchase up to an additional 2,377,932 shares of Class A common stock. Chewy will not sell any shares of its Class A common stock in the offering and will not receive any proceeds from the sale of shares of Class A common stock offered by the selling stockholder.
Additionally, as previously announced, and concurrent with the closing of the offering, Chewy has agreed to purchase $50 million of Chewy's Class A common stock from the selling stockholder at a price per share equal to the purchase price per share to be paid by the underwriter. In offering (simultaneous repurchase). The concurrent repurchase was approved by a special committee of Chewy's board of directors, which consists solely of independent, disinterested directors not affiliated with BC Partners. The repurchased shares will be canceled and retired upon completion of the concurrent repurchase. The concurrent repurchase is being executed separately from the Company's existing $500 million stock repurchase program authorized on May 24, 2024, which will not be affected by this transaction. The concurrent repurchase transaction is expected to occur in conjunction with the offering. The offering is not conditional on the closing of the concurrent repurchase transaction, but the concurrent repurchase transaction is conditional on the closing of the offering.
Prior to the offering and the concurrent repurchase, Chewy had approximately 162 million shares of Class A common stock and 247 million shares of Class B common stock outstanding. If the offering and the concurrent repurchase are completed (assuming no exercise of the underwriter's option to purchase additional shares of Class A common stock), Chewy will have approximately 178 million shares of Class A common stock and approximately 229 million shares of Class B common stock. List. The offering and concurrent repurchase are expected to close by December 13, 2024, subject to customary closing conditions.
Barclays (LON:) acts as the sole guarantor of the offering. Chewy has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC) in connection with the offering. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the Securities and Exchange Commission and will be available on the SEC's website. Before you invest, you should read the preliminary prospectus supplement, accompanying prospectus and other documents filed by Chewy with the Securities and Exchange Commission for more complete information about Chewy and the offering. You can obtain these documents for free by visiting EDGAR on the SEC's website www.sec.gov. Alternatively, Chewy or Barclays will arrange to send the preliminary prospectus supplement and accompanying prospectus relating to the offering if you contact Barclays' bank: Barclays Capital Inc., c/o Broadridge Financial Solutions (NYSE:), 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847).
This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Prior to registration or qualification under the securities laws of any such state or jurisdiction.
About choy
Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. We believe we are the preeminent online source for pet products, supplies and prescriptions as a result of our wide range of high-quality products and services, which we offer at competitive prices and deliver with an exceptional level of care and personal touch that builds brand loyalty and drives repeat purchases. We continually strive to develop innovative ways for our customers to connect with us. Our websites and mobile apps allow our pet parents to manage their health, wellness and merchandise needs, while enabling them to easily shop for our products. We partner with nearly 3,500 of the pet industry's best and most trusted brands, and we create and offer our own brands. Through our websites and mobile applications, we offer our customers approximately 115,000 product and service offerings, providing our customers with what we believe is a superior customer-centric experience.
Forward-looking statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (PSLRA), and such statements are intended to qualify as security protections. Port provided by PSLRA. All statements other than statements of historical fact contained in this release are forward-looking statements that involve significant risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as expect, believe, hope, continue, could, estimate, expect, predict, intend, may, plan, likely, anticipate, plan, seek, should, target. Or will or will or the negation of these words or other similar terms or expressions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those expressed in such forward-looking statements, including, without limitation, our ability to close the offering. . and the concurrent repurchases and completion of any repurchases under our share repurchase program following the offering and the concurrent repurchases. You should not rely on forward-looking statements as predictions of future events, and you should understand that such statements are not guarantees of performance or results, and our actual results may differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements in this communication primarily on our current assumptions, expectations and projections about future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to the risks, uncertainties and other factors described in the section titled Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ending April 28, 2024, and the preliminary prospectus. Supplement and accompanying prospectus and elsewhere in our filings with the Securities and Exchange Commission. Furthermore, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that may have an impact on the forward-looking statements contained in this release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances may differ materially from those described in the forward-looking statements. The forward-looking statements contained in this release relate only to events as of the date the statements are made. We undertake no obligation to update any forward-looking statements contained in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
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Investor contact:
ir@chewy.com
Media Contact:
Diane Pelkey
dpelkey@chewy.com
Source: Chewy
