PetSmart Announces Major Notes Offering for Debt Refinancing and Expansion

PetSmart Prices Notes Offering

On August 8, 2025, PetSmart LLC, alongside its wholly-owned subsidiary PetSmart Finance Corp., declared the pricing of a substantial private offering totaling $1,950 million in secured senior first lien notes and $750 million in unsecured senior notes. The secured notes, with a maturity date set for September 15, 2032, carry a 7.500% interest rate, while the unsecured notes are expected to mature a year later, on September 15, 2033, at a 10.000% interest rate. This offering aims to provide a fresh infusion of capital for effective debt management and growth strategies.

The notes were priced at 100% of the principal amount, with the anticipated closing of the sale slated for around August 18, 2025, pending the fulfillment of customary closing conditions. It is noteworthy that the secured notes represent senior, secured obligations of the issuers, which will also be guaranteed by several wholly-owned domestic subsidiaries.

In a strategic move, an affiliate of PetSmart will guarantee these notes and place a significant number of shares of Class B common stock from Chewy, Inc. to secure the financed notes. As of August 7, 2025, these pledged shares, convertible into equivalent Class A shares of Chewy, held a market value of about $1.4 billion, indicating immense potential for liquidity and financial growth.

The proceeds of this notes offering, combined with cash reserves and borrowings from an updated $2,000 million term loan facility, are designated for an extensive refinancing initiative. This plan includes early redemption, repurchase, or complete repayment of existing debts, comprised of PetSmart's prevailing term loan, 4.75% senior first lien notes due in 2028, and the 7.75% senior notes set to mature in 2029. Such refinancing actions align with PetSmart's ongoing focus on optimizing its capital structure while reducing the financial burden associated with legacy debts.

However, it’s essential to note that this release does not serve as a notice of redemption for any existing notes or repayment for the current term loan, as all actions will adhere strictly to the relevant indenture and credit agreement governing these financial instruments.

The offering of these notes is targeted solely at individuals considered qualified purchasers who are also recognized qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, no solicitation to buy or sell these notes is presented in this announcement, as all offerings will only be made through a private offering memorandum, and the notes have not been registered under the Securities Act or similar laws in other jurisdictions.

Caution for Forward-Looking Statements

In conducting this offering, PetSmart cautions that certain statements included in this communication may be considered forward-looking statements. These statements are subject to change and based on conditions existing at the time of the announcement. Therefore, investors are advised to avoid placing undue reliance on these prospects, understanding that actual results might differ materially from anticipated outcomes.

About PetSmart

As the foremost omni-channel pet retailer in North America, PetSmart strives to enhance human-animal bonds across the globe. The company boasts nearly 1,700 retail locations throughout the U.S., Canada, and Puerto Rico, complemented by its digital platforms. PetSmart emphasizes a range of products, expert services, and convenience, including groomings, vet services, and loyalty through the PetSmart Treats Rewards program, ultimately ensuring that pets and their owners experience the best possible care. Furthermore, PetSmart Charities continues its commitment to animal welfare and has aided over 11 million pets in finding loving homes through adoption programs in their stores. For in-depth details, visit PetSmart.com.

Conclusion

PetSmart's strategic initiatives through this significant notes offering highlight a forward-thinking approach to financial management and growth. Their continued devotion to enhancing the lives of pets and their owners remains at the core of their operational philosophy, promising exciting developments in the near future.