CPE News (11.10.2022) – Pet Valu Holdings Ltd. (TSX: PET) 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. (Selling Shareholders), have entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, Barclays and RBC Capital Markets to complete a secondary offering, on a bought deal basis, of 4.02 million common shares at CDN $37.40 per common share for gross proceeds to the Selling Shareholders of approximately CDN $150 million.
The offering is expected to close on or about November 17, 2022, subject to customary closing conditions.
Immediately following closing of the offering, and assuming no exercise of over-allotment option, Roark Capital Management, LLC, will control directly or indirectly over 39,776,450 common shares or 56.4% of outstanding common shares, worth CDN $1.49 billion at the offering price.
EDIT: The bought deal secondary offering has been upsized to 4.5 million for gross proceeds to the Selling Shareholders of approximately C$168 million.
photo credit: Pet Valu
News Release
Pet Valu Holdings Ltd. Announces C$150 Million Secondary Bought Deal Offering
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
MARKHAM, ON, Nov. 10, 2022 /CNW/ – 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 CIBC Capital Markets, Barclays and RBC Capital Markets to complete a secondary offering on a bought deal basis (the “Offering”). Under the agreement, the underwriters have agreed to purchase 4.02 million common shares of the Company at a purchase price of C$37.40 per common share for total gross proceeds to the Selling Shareholders of approximately C$150 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 prospectus supplement to the short form base shelf prospectus of the Company dated July 22, 2022 in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States.
The Offering is expected to close on or about November 17, 2022, subject to customary closing conditions.
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 700 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 instore 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 prospectus supplement and short form base shelf 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 forwardlooking 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