Chewy, Inc. Launches Offering of Class A Common Stock

Chewy, Inc. Launches Offering of Class A Common Stock

Chewy, Inc. (NYSE: CHWY), a well-known destination for pet parents and partners, recently announced the launch of a significant underwritten offering. The offering entails $500 million of its Class A common stock, a move spearheaded by Buddy Chester Sub LLC, affiliated with BC Partners Advisors LP, Chewy's largest stakeholder.

Details of the Offering

The Selling Stockholder is set to give the underwriters a 30-day option to purchase an additional $75 million worth of shares of Class A common stock. It's important to note that Chewy itself will not be selling any shares in this offering and will not receive any financial proceeds from it. The completion of this offering relies on market conditions and other variables, making its timeline uncertain.

Concurrent Share Repurchase

In a notable simultaneous move, Chewy has agreed to buy back $300 million of its Class A common stock from the Selling Stockholder. This repurchase aligns with the purchase price set by the underwriters in the public offering mentioned above. A dedicated committee within the Board of Directors, made up exclusively of independent directors not connected to BC Partners, has sanctioned this concurrent repurchase.

Once finalized, the shares acquired through this repurchase will be canceled, reaffirming Chewy’s commitment to managing its equity effectively. This transaction is part of a broader narrative as it runs parallel to Chewy’s existing $500 million share repurchase program that was authorized earlier. Importantly, the outcome of the Offering does not depend on the successful completion of the Concurrent Repurchase, though the latter is contingent upon the former.

Underwriting Team Involvement

Morgan Stanley is at the forefront as the lead book-running manager for this offering. Chewy has already filed a registration statement, including a comprehensive prospectus, with the Securities and Exchange Commission (SEC) to facilitate this process. Interested investors are encouraged to review the prospectus and additional documents on the SEC's EDGAR database for detailed insights into Chewy and this offering.

How to Obtain the Prospectus

For those keen on exploring this offering in-depth, Chewy, and its respective underwriters will coordinate to ensure the distribution of the prospectus supplement and related documents. Investors can reach out to Morgan Stanley & Co. LLC via their Prospectus Department to receive direct information regarding the offering and acquire thorough insights.

About Chewy, Inc.

Chewy's mission revolves around being the most reliable and convenient destination for pet parents. The company prides itself on being a premier online provider of pet products, ensuring a broad selection of high-caliber items and services that are not only competitively priced but also include an exceptional customer care experience. Chewy creates innovative methods for customers to engage, providing mobile applications and websites that allow pet owners to monitor their pets' needs effectively.

With partnerships alongside approximately 3,500 of the most reputable brands in the pet industry, Chewy offers around 115,000 products and services. This extensive range imbues customers with a robust, customer-centric experience that supports their pet care journey.

Frequently Asked Questions

What is the reason behind the public offering by Chewy, Inc.?

The public offering is meant to raise funds for the Selling Stockholder and is not intended for Chewy's direct benefit, as they will not sell any shares.

Who is managing the public offering?

Morgan Stanley is acting as the lead book-running manager for the offering, ensuring it runs smoothly and effectively.

What will happen to the shares repurchased by Chewy?

Once the shares are repurchased, they will be canceled and retired, thereby reducing the total number of outstanding shares.

Can I obtain more information about the offering?

Yes, interested parties can access detailed documents through the SEC's website or contact Morgan Stanley directly.

How does this offering affect Chewy's existing share repurchase program?

This offering and the concurrent repurchase are independent of the existing share repurchase program authorized earlier, which remains unaffected.

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