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PLANTATION, Fla.–( BUSINESS WIRE )–Chevy, Inc. (NISE: CHVI ) (Chevi (NISE: ) ), a trusted destination for pet parents and partners everywhere, announced today the price of a negotiated public offering of 15,852,886 shares of its Class A common stock, par value $0.01 per share , by Buddi Chester Sub LLC (Selling Shareholder), which is an entity affiliated with funds advised by BC Partners Advisors LP (BC Partners), the largest shareholder of Chevy (the Offer). The selling stockholder has granted the underwriter a 30-day option to purchase up to an additional 2,377,932 shares of Class A common stock. Chevi will not sell any shares of its Class A common stock in the Offering and will not receive any proceeds from the sale of shares of Class A common stock offered by the selling stockholder.
In addition, as previously announced, concurrent with the closing of the Offer, Chevy agreed to purchase from the selling stockholders $50 million of Chevy’s Class A common stock at a price per share equal to the purchase price per share paid by the underwriter. in the Offer (Simultaneous Purchase). The concurrent buyout was approved by a special committee of Chevy’s board of directors, comprised solely of independent and disinterested directors not affiliated with BC Partners. The redeemed shares will be canceled and withdrawn upon completion of the concurrent redemption. The concurrent repurchase is separate from the company’s existing $500 million share repurchase program approved on May 24, 2024, which will not be affected by this transaction. It is expected that the simultaneous purchase will be executed simultaneously with the Offer. The Offer is not conditioned on the closing of the Simultaneous Redemption, but the simultaneous redemption is conditioned on the closing of the Offer.
Prior to the Offer and the concurrent repurchases, Chevy had approximately 162 million shares of Class A common stock and 247 million shares of Class B common stock outstanding. If the Offer and the concurrent repurchase are completed (assuming the underwriter does not exercise its option to purchase additional shares of Class A common stock), Chevy will have approximately 178 million shares of Class A common stock and approximately 229 million shares of Class B common stock outstanding. The offer and concurrent buyout are expected to close by December 13, 2024, subject to customary closing conditions.
Barclays (LON:) acts as the sole sponsor of the Offer. Chevi has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC) for the Offer. A preliminary prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website. Before investing, you should read the preliminary prospectus supplement and the accompanying prospectus and other documents filed by Chevi with the SEC for more complete information about Chevi and the Offering. You can obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, Chevy or Barclais will arrange to send you a preliminary prospectus supplement and accompanying prospectus relating to the Offer if you contact Barclais: Barclais Capital Inc., c/o Broadridge Financial Solutions (NISE:), 1155 Long Island Avenue, Edgewood, NI 11717 (or by email at barclaisprospectus@broadridge.com or by phone at 1-888-603-5847).
This press release will not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would was unlawful prior to registration or qualification under any such securities laws states or jurisdictions.
About Chevy
Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. We believe we are the preeminent online source for pet products, supplies and prescriptions as a result of our wide selection of high quality products and services, competitively priced and delivered with an exceptional level of care and personal touch to build brand loyalty and encourage repeat purchases. We strive to continuously develop innovative ways for our customers to engage with us, as our websites and mobile apps allow our pet parents to manage the health, wellness and needs of their pets and merchandise while allowing them to conveniently purchase our products. We work with around 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 product and service offerings to bring our customers what we believe to be a high-quality, customer-centric experience.
Forward-looking statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (PSLRA), and such statements aim to qualify for safe deposit box protection. port provided by PSLRA. All statements other than statements of historical fact contained in this communication are forward-looking statements that involve significant risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, consider, continue, could, estimate, expect, forecast, intend, may, plan, potentially, anticipate, 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 Offer and the concurrent redemption and complete all redemptions in under our post-Offer share repurchase program and concurrent repurchases. 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 may differ materially from those expressed in the forward-looking statements due to various factors. We base 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 are subject to the risks, uncertainties and other factors described in the section entitled Risk Factors in our Quarterly Report on Form 10-K for the quarter ended April 28, 2024, preliminary prospectus supplement and accompanying prospectus and elsewhere in our filings with the SEC. Furthermore, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and it is not possible for us to predict all risks and uncertainties that could affect 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 may differ materially from those described in the forward-looking statements. Forward-looking statements made in this communication speak only 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 unexpected 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.
See the original version on businesswire.com: https://www.businessvire.com/nevs/home/20241211026978/en/
Investor contact:
ir@chevi.com
Media contact:
Diane Pelkey
dpelkei@chevi.com
Source: Chevy
