PetSmart Prices Notes Offering

PHOENIX, Aug. 8, 2025 /PRNewswire/ -- PetSmart LLC ("PetSmart") announced today that, together with its wholly-owned subsidiary, PetSmart Finance Corp. (the "Co-Issuer" and, together with PetSmart, the "Issuers"), it has priced an offering (the "Offering") of $1,950 million aggregate principal amount of 7.500% senior first lien notes due 2032 (the "Secured Notes") and $750 million aggregate principal amount of 10.000% senior notes due 2033 (the "Unsecured Notes" and, together with the Secured Notes, the "Notes") in a private offering. The Secured Notes will mature on Sept. 15, 2032, and the Unsecured Notes will mature on Sept. 15, 2033. The Notes were offered at a price of 100.00% of the aggregate principal amount. The sale of the Notes is expected to close on or about Aug. 18, 2025, subject to customary closing conditions. The Secured Notes will be senior secured obligations of the Issuers and will be guaranteed by certain of their wholly-owned domestic restricted subsidiaries. The Unsecured Notes will be senior unsecured obligations of the Issuers and will be guaranteed by certain of their wholly-owned domestic restricted subsidiaries.

In addition, an affiliate of PetSmart will guarantee the Notes and pledge a number of shares (the "Pledged Chewy Stock") of Class B common stock of Chewy, Inc. ("Chewy") to secure to Secured Notes. The shares of Pledged Chewy Stock are convertible into an equivalent number of shares of Chewy's Class A common stock and had a market value of approximately $1.4 billion as of Aug. 7, 2025, assuming conversion of all outstanding Pledged Chewy Stock into an equivalent number of shares of Chewy's Class A common stock and based on the closing price of Chewy's Class A common stock on the New York Stock Exchange of $35.80 on Aug. 7, 2025.

The Issuers intend to use the proceeds of the Offering, together with cash on hand and borrowings under PetSmart's $2,000 million amended and restated term loan facility (the "Amended Term Loan Facility" and, together with the Offering, the "Refinancing Transactions"), to fund the early redemption, repurchase or repayment (including satisfaction and discharge) in full of outstanding debt under PetSmart's existing term loan (the "Existing Term Loan"), 4.75% senior first lien notes due 2028 (the "Existing Secured Notes") and 7.75% senior notes due 2029 (the "Existing Unsecured Notes" and, together with the Existing Secured Notes, the "Existing Notes") and to pay related fees, costs, premiums, expenses and accrued interest in connection therewith.

This press release shall not constitute a notice of redemption with respect to any series of Existing Notes or a notice of repayment with respect to the Existing Term Loan, and any redemption of our Existing Notes or repayment of our Existing Term Loan will be made in accordance with the terms and conditions of the relevant indenture governing the Existing Notes and the credit agreement governing the Existing Term Loan, as applicable.

The Notes and related guarantees are being offered only to persons reasonably believed to be qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act and the rules thereunder) who are also reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements included in this press release (including statements related to the proposed Refinancing Transactions above and the use of proceeds therefrom) may be considered "forward-looking" statements," which are based on information available to PetSmart on the date of this release. We have attempted to identify forward-looking statements by words such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "should" or other comparable terminology. However, such terminology is not the exclusive means of identifying forward-looking statements and its absence does not mean that the statement is not forward-looking. You should not place undue reliance on these forward-looking statements, which are based on currently available information and management's current expectations and beliefs about future events or future financial performance. Actual results may differ materially from the forward-looking statements contained in this press release. Although we believe the expectations and beliefs reflected in the forward-looking statements are reasonable, such statements speak only as of the date of this press release, and we do not undertake any obligation to update or revise, publicly or otherwise, any of the forward-looking statements after such date unless required by law.

ABOUT PETSMART

PetSmart is the leading omni-channel pet retailer in North America with a mission to help everyone experience more joy with pets. The company offers a compelling assortment of pet care essentials, exclusive brands and must-have items for each season, along with expert pet services. With nearly 1,700 stores across the U.S., Canada and Puerto Rico – plus a seamless shopping experience at PetSmart.com and through the PetSmart app – PetSmart's convenient shopping options are complete with autoship, same-day delivery and in-store pickup. Expert services include a professional grooming salon in every store, veterinary care in more than 700 locations, pet training, and Doggie Day Camp and PetsHotel overnight boarding in many locations. The PetSmart Treats Rewards loyalty program provides value to pet parents through personalized offers and points on every purchase that can be used for future savings.

PetSmart and PetSmart Charities have a long-standing commitment to supporting pets and people in the communities they serve, and PetSmart Charities is the largest funder of animal welfare in North America. Together, they are proud to have helped more than 11 million pets find loving homes through in-store pet adoption programs. For more information, visit PetSmart.com.

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SOURCE PetSmart