Chewy Announces $500 Million Repurchase of Shares from BC Partners
June 26 2024 - 6:30PM
Business Wire
Chewy, Inc. (NYSE: CHWY) (“Chewy” or “Company”), a trusted
destination for pet parents and partners everywhere, announced
today that it has agreed to repurchase an aggregate of 17,550,000
shares of its Class A common stock, par value $0.01 per share, at a
price per share of $28.49, which represents a 5.0% discount to
yesterday’s closing price, resulting in an aggregate repurchase
price of approximately $500 million (the “Repurchase”) from Buddy
Chester Sub LLC, which is an entity affiliated with funds advised
by BC Partners Advisors LP (“BC Partners”), Chewy’s largest
shareholder. The repurchased shares will be cancelled and retired
upon completion of the Repurchase.
Chewy believes today’s Repurchase is an accretive use of capital
and provides an efficient mechanism to repurchase shares at a
discount to the current market price, while further reducing the
ownership position of the Company’s largest shareholder. Chewy’s
increasing profitability and free cash flow generation enables the
Company to further optimize its capital allocation strategy through
this transaction, which comes in addition to the recently announced
$500 million share repurchase program. This transaction together
with the Company’s share repurchase program underscores the
confidence Chewy has in the business and its compelling growth and
margin expansion strategy. In light of Chewy’s expanding free cash
flow generation, the Company will continue to assess options to
opportunistically return cash to its shareholders.
Prior to the Repurchase, Chewy had approximately 436 million
shares of Class A common stock and Class B common stock
outstanding. Following the Repurchase, Chewy will have
approximately 418 million shares of Class A common stock and Class
B common stock outstanding. The Repurchase is expected to close by
June 27, 2024.
The Repurchase was approved by a special committee of Chewy’s
Board of Directors, consisting solely of independent and
disinterested directors not affiliated with BC Partners, and is
being executed separately from Chewy’s existing $500 million share
repurchase program authorized on May 24, 2024, which will be
unaffected by this transaction.
About Chewy
Our mission is to be the most trusted and convenient destination
for pet parents and partners everywhere. We believe that we are the
preeminent online source for pet products, supplies and
prescriptions as a result of our broad selection of high-quality
products and services, which we offer at competitive prices and
deliver with an exceptional level of care and a personal touch to
build brand loyalty and drive repeat purchasing. We seek to
continually develop innovative ways for our customers to engage
with us, as our websites and mobile applications allow our pet
parents to manage their pets’ health, wellness, and merchandise
needs, while enabling them to conveniently shop for our products.
We partner with approximately 3,500 of the best and most trusted
brands in the pet industry, and we create and offer our own private
brands. Through our websites and mobile applications, we offer our
customers approximately 115,000 products and services offerings, to
bring what we believe is a high-bar, customer-centric experience to
our customers.
Forward-Looking
Statements
This communication contains forward-looking statements that
involve substantial risks and uncertainties. All statements other
than statements of historical facts contained in this communication
are forward-looking statements. In some cases, you can identify
forward-looking statements because they contain words such as
"anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "forecast," "intend," "may," "plan," "potential,"
"predict," "project," "seek," "should," "target," "will," or
"would," or the negative 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 in such forward-looking statements, including, but not
limited to our ability to close the Repurchase and complete any
repurchases under our share repurchase program following the
Repurchase. You should not rely on forward-looking statements as
predictions of future events, and you should understand that these
statements are not guarantees of performance or results, and our
actual results could differ materially from those expressed in the
forward-looking statements due to a variety of factors. We have
based the forward-looking statements contained 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 risks, uncertainties and
other factors described in the section titled "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended January 28,
2024, our subsequent quarterly reports, and elsewhere in our
filings with the Securities and Exchange Commission. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks and uncertainties emerge from time to time, and it is not
possible for us to predict all risks and uncertainties that could
have an impact on the forward-looking statements contained in this
communication. The results, events and circumstances reflected in
the forward-looking statements may not be achieved or occur, and
actual results, events or circumstances could differ materially
from those described in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. We
undertake no obligation to update any forward-looking statements
made 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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version on businesswire.com: https://www.businesswire.com/news/home/20240626578986/en/
Investor Contact: Jennifer Hsu ir@chewy.com Media
Contact: Diane Pelkey dpelkey@chewy.com
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