PetSmart $2 Billion Notes Offering

Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A/Regulation S offering by PetSmart, Inc. of $1.35 billion of its 5.875% senior first-lien notes due 2025 and $650 million of its 8.875% senior notes due 2025. The offering was made in connection with PetSmart’s acquisition of Chewy, Inc.

PetSmart, Inc. is the nation’s largest specialty pet retailer and is a portfolio company of BC Partners, Inc. and its affiliates. Chewy, Inc. is an online retailer of pet food and other pet-related products.

The Davis Polk capital markets team included partner Michael Kaplan and counsel Marcel Fausten. The Davis Polk credit team included partners Kenneth J. Steinberg and Monica Holland and counsel Benjamin Cheng and David Hahn. Counsel Loyti Cheng provided environmental advice. Counsel Cynthia Akard and Charles Shi provided executive compensation advice. Partner Pritesh P. Shah provided intellectual property and technology advice. Partner David H. Schnabel provided tax advice. Members of the Davis Polk team are based in the New York and Northern California offices.