Chewy, Inc. Announces Pricing of Class A Common Stock Offering and Concurrent Stock Repurchase

Chewy, Inc. (NYSE: CHWY), a leading online destination for pet parents and partners, announced the pricing of an underwritten public offering of 15,852,886 shares of its Class A common stock, valued at $0.01 per share. The shares are being sold by Buddy Chester Sub LLC, an entity affiliated with BC Partners Advisors LP (“BC Partners”), Chewy’s largest shareholder. As part of the offering, the underwriter has been granted a 30-day option to purchase an additional 2,377,932 shares of Class A common stock. Chewy itself will not sell any shares in this offering and will not receive proceeds from the stock sale.

In tandem with this offering, Chewy has agreed to repurchase $50 million worth of its Class A common stock from Buddy Chester Sub LLC at the same per-share price as the underwritten offering. This transaction, referred to as the “Concurrent Repurchase,” was approved by a special committee of independent and disinterested directors on Chewy’s Board of Directors. These repurchased shares will be canceled and retired upon completion of the transaction. The Concurrent Repurchase is separate from Chewy’s existing $500 million share repurchase program, authorized earlier this year in May, and it will not affect this program.

The Concurrent Repurchase is expected to close simultaneously with the public offering, though the two transactions are not interdependent. The offering is anticipated to conclude by December 13, 2024, pending customary closing conditions.

Changes to Share Structure

Before the offering and repurchase, Chewy had approximately 162 million shares of Class A common stock and 247 million shares of Class B common stock outstanding. If the transactions are completed as planned, and the underwriter does not exercise its option to purchase additional shares, Chewy’s outstanding share count will change to approximately 178 million shares of Class A common stock and 229 million shares of Class B common stock. These adjustments reflect the issuance and cancellation of shares resulting from the offering and repurchase.

Underwriting and Regulatory Details

Barclays is serving as the sole underwriter for the public offering. Chewy has filed a registration statement with the Securities and Exchange Commission (SEC) for this offering. A preliminary prospectus supplement and related documents will be filed with the SEC and made available for public review on the SEC’s official website. Investors are advised to review these documents carefully before making any investment decisions. The documents can be accessed for free on the SEC’s website at www.sec.gov. Alternatively, Barclays or Chewy will provide these materials upon request.

Legal Notice

This press release does not constitute an offer to sell or a solicitation to buy any securities, nor will there be any sale of securities in any jurisdiction where such activity is prohibited. All transactions are subject to compliance with applicable securities regulations and laws.

About Chewy

Chewy’s mission is to be the most trusted and convenient online destination for pet parents and industry partners. The company has built its reputation on offering a vast selection of high-quality products and services at competitive prices. Through personalized service and customer-centric initiatives, Chewy fosters brand loyalty and encourages repeat purchases.

Chewy continues to innovate and enhance its customer experience by leveraging its websites and mobile applications. These platforms allow pet parents to manage their pets’ health, wellness, and shopping needs seamlessly. The company collaborates with approximately 3,500 trusted brands in the pet industry while also offering private-label products. With a selection of over 115,000 products and services, Chewy aims to meet the diverse needs of its customers and maintain a high standard of care and convenience.

Summary

Chewy, Inc.’s announcement highlights a significant financial transaction involving the sale of shares by its largest shareholder and a concurrent share repurchase by the company. These moves are part of Chewy’s broader strategy to manage its equity structure while maintaining its commitment to shareholder value. Investors and stakeholders are encouraged to review the related SEC filings for detailed information on the offering and concurrent repurchase. Chewy remains focused on its mission to serve pet parents and partners through innovation, exceptional service, and an extensive product selection.

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