
Chewy, Inc. (NYSE: CHWY) today announced the pricing of an underwritten offering of 16,666,667 shares of its Class A common stock, valued at $0.01 per share, by Buddy Chester Sub LLC, the Selling Stockholder affiliated with BC Partners Advisors LP, Chewy’s largest shareholder. The shares will be offered to the public at a price of $30.00 each. The underwriter has been granted a 30-day option to purchase up to an additional 2,500,000 shares. Chewy will not be selling any shares or receiving proceeds from this offering.
In addition, Chewy has agreed to a Concurrent Repurchase, purchasing $300 million of its Class A common stock from the Selling Stockholder at the same price per share as the offering. This transaction was approved by an independent special committee of Chewy’s Board of Directors. The shares repurchased will be cancelled and retired upon completion of the buyback. This Concurrent Repurchase is separate from Chewy’s existing $500 million share repurchase program authorized on May 24, 2024.
Prior to the offering and repurchase, Chewy had approximately 143 million Class A shares and 275 million Class B shares outstanding. If both transactions close, Chewy will have around 160 million Class A shares and 248 million Class B shares outstanding. The expected closing date for both transactions is September 23, 2024, subject to customary conditions.
Morgan Stanley is serving as the sole underwriter for the offering. Chewy has filed a registration statement with the Securities and Exchange Commission (SEC) for the offering. Interested investors are encouraged to read the prospectus and related documents available for free on the SEC website at www.sec.gov, or by contacting Morgan Stanley directly for copies.
This press release does not constitute an offer to sell or a solicitation to buy any securities, nor shall there be any sale in any jurisdiction where such offer or sale would be unlawful.