PetSmart Announces Notes Offering

PetSmart, Inc. (“PetSmart”) announced today that it together with its wholly-owned subsidiary, PetSmart Finance Corp. (the “Co-Issuer” and, together with PetSmart, the “Issuers”), intend to offer (the “Offering”), subject to market and other conditions, $1,200 million aggregate principal amount of senior first lien notes due 2028 (the “Secured Notes”) and $1,150 million aggregate principal amount of senior notes due 2029 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a private offering. The Secured Notes will be senior secured obligations of the Issuers and will be guaranteed by certain of their wholly-owned domestic subsidiaries. The Unsecured Notes will be senior unsecured obligations of the Issuers and will be guaranteed by certain of their wholly-owned domestic subsidiaries.

The Issuers intend to use to the proceeds of the Offering, together with cash on hand, borrowings under a new $2,300 million senior secured term loan facility (the “New Term Loan Facility”) and proceeds from a contribution of approximately $1,303 million (the “Contribution” and, together with the New Term Loan Facility and the Offering, the “Refinancing Transactions”) to PetSmart’s equity from its parent company, to fund the early redemption, repurchase or repayment in full of outstanding debt under PetSmart’s existing term loan and PetSmart’s existing notes and to pay related fees, costs, premiums and expenses in connection therewith.

Substantially concurrently with the consummation of the Refinancing Transactions, PetSmart also intends to distribute, directly or indirectly, to its parent, Argos Holdings Inc., and Argos Holdings Inc. intends to distribute to its parent or one of such parent’s subsidiaries all shares of Chewy Inc. (“Chewy”) common stock currently held by PetSmart and its subsidiaries (the “Chewy Distribution”). Following completion of the Chewy Distribution, PetSmart will not directly or indirectly own any shares of Chewy common stock. Accordingly, neither Chewy nor any subsidiary of Chewy will be a subsidiary of PetSmart. In connection with the Refinancing Transactions, an affiliate of our parent intends to pledge a number of shares of Chewy Class B common stock (with a market value, at the time of pricing of the Refinancing Transactions, of approximately $4,000 million assuming conversion of such Class B common stock into an equivalent number of shares of Chewy’s Class A common stock and based on the closing price of the Class A common stock of Chewy on the New York Stock Exchange on the pricing date of the Notes) as collateral for the new first lien secured debt, including the Secured Notes and such affiliate intends to guarantee both the Secured Notes and the Unsecured Notes. 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.