CPE News (9/14/2021) – PV Holdings S.à.r.l., Roark Capital Partners II AIV AG, L.P., RCPS Equity Cayman LP and Roark Capital Partners Parallel II AIV AG, L.P. (Selling Shareholders), each managed by an affiliate of Roark Capital Management, LLC, have entered a secondary bought deal agreement for the sale of 7 million common shares of Pet Valu Holdings Ltd. (TSX: PET) at price of $32.25 for total gross proceeds of approximately $226 million.
Upon completion of the offering, the Selling Shareholders will collectively own 43,796,449 common shares, representing an approximate 62.6% ownership interest, down from 72.6% at the time of the company’s initial public offering on June 30, 2021. If the over-allotment option is exercised in full, the Selling Shareholders will own approximately 42,746,449 common shares, representing an approximate 61.1% ownership interest.
On June 30, 2021, Pet Valu Holdings Ltd. completed its initial public offering on TSX issuing 15,812,500 common shares at $20 per share for gross proceeds of $316,250,000.
Immediately following the the closing of the IPO, Pet Retail Brands LP, Pet Valu’s majority shareholder, was liquidated and all of the common shares (53,705,556 common shares) owned by it distributed to its unitholders. Upon the liquidation, Roark Capital Partners Parallel II AIV AG L.P., Roark Capital Partners II AIV AG L.P., PV Holdings S.a.r.l. and RCPS Equity Cayman LP, collectively acquired 50,796,450 common shares, representing approximately 72.6% ownership in Pet Valu.
Markham, Ontario based Pet Valu is Canada’s leading retailer of pet food and pet-related supplies with over 600 corporate-owned or franchised locations across the country.
photo credit: Pet Valu
News Release
Pet Valu Holdings Ltd. Announces C$226 Million Secondary Bought Deal Offering
Not for distribution to U.S. news wire services or dissemination in the United States.
MARKHAM, ONTARIO, September 14, 2021 – Pet Valu Holdings Ltd. (“Pet Valu” or the “Company”), the leading Canadian specialty retailer of pet food and pet-related supplies, has announced today that PV Holdings S.à.r.l., Roark Capital Partners II AIV AG, L.P., RCPS Equity Cayman LP and Roark Capital Partners Parallel II AIV AG, L.P. (collectively, the “Selling Shareholders”), have entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, Barclays and CIBC Capital Markets to complete a secondary offering on a bought deal basis (the “Offering”). Under the agreement, the underwriters have agreed to purchase 7 million common shares of the Company at a purchase price of C$32.25 per common share for total gross proceeds to the Selling Shareholders of approximately C$226 million.
The Selling Shareholders have granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the offering price to cover over-allotments, if any.
The net proceeds of the Offering will be paid directly to the Selling Shareholders. The Company will not receive any proceeds from the Offering.
The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States.
Upon completion of the Offering, the Selling Shareholders will collectively own 43,796,449 common shares, representing an approximate 62.6% ownership interest in the Company, down from 72.6% at the time of the Company’s initial public offering on June 30, 2021. If the over-allotment option is exercised in full, the Selling Shareholders will own approximately 42,746,449 common shares, representing an approximate 61.1% ownership interest in the Company.
The Offering is expected to close on or about September 28, 2021, subject to customary closing conditions. Following the closing of the Offering, the total number of issued and outstanding shares of the Company will be 69,973,913.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. Persons (as defined in the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.
About Pet Valu
Pet Valu is Canada’s leading retailer of pet food and pet-related supplies with over 600 corporate-owned or franchised locations across the country. For more than 40 years, Pet Valu has earned the trust and loyalty of pet parents by offering knowledgeable customer service, a premium product offering and engaging in-store services. Pet Valu’s neighbourhood stores offer more than 7,000 competitively-priced products, including a broad assortment of premium, super premium, holistic and award-winning proprietary brands. To learn more, please visit: www.petvalu.com.
Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions, and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the short form prospectus. Actual results could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release and Pet Valu does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
For further information:
Media Contact:
James Allison
investors@petvalu.com