PetSmart Announces Proposed Private Offering of $1,350 million of Senior First Lien Notes and $650 million of Senior Notes

PHOENIX–(BUSINESS WIRE)–PetSmart, Inc. (“PetSmart”) announced today that it intends, subject to
market and other customary conditions, to offer $1,350 million in
aggregate principal amount of senior first lien notes due 2025 (the
“senior first lien notes”) and $650 million in aggregate principal
amount of senior notes due 2025 (the “senior notes” and, together with
the senior first lien notes, the “notes”) in a private offering.

PetSmart intends to use the gross proceeds from the offering, together
with proceeds of an approximately $1,000 million equity contribution by
PetSmart’s existing investor group and cash on hand, to finance the
consummation of the previously announced proposed acquisition of Chewy,
Inc. and to pay the related fees and expenses.

The offering of the notes will be made in a private transaction in
reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), in the United
States only to investors who are “qualified institutional buyers,” as
that term is defined in Rule 144A under the Securities Act, or to
non-U.S. persons outside the United States pursuant to Regulation S
under the Securities Act. The notes and the related guarantees have not
been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States without registration or an applicable exemption
from registration requirements.

This press release does not and will not constitute an offer to sell
or the solicitation of an offer to buy securities, nor will there be any
sale of any of these securities in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

Forward-looking statements

Certain statements included in this press release (including statements
related to the proposed offering) may be considered “forward-looking”
statements,” which are based on information available to PetSmart on the
date of this release. In some cases, forward-looking statements can be
identified by the following words: “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “will,” “should” or the negative of these terms
or other comparable terminology, although not all forward-looking
statements contain these words. The forward-looking statements are based
on management’s current expectations and involve various risks and
uncertainties. PetSmart cannot assure you that future developments
affecting PetSmart will be those that have been anticipated. Actual
results may differ materially from these expectations due to changes in
global, regional or local economic, business, competitive, market
regulatory and other factors, many of which are beyond PetSmart’s
control, as well as other risks. Any forward-looking statement speaks
only as of the date of this press release. Factors or events that could
cause PetSmart’s actual results to differ may emerge from time to time,
and it is not possible to predict all of them. PetSmart may not actually
achieve the plans, intentions or expectations disclosed in the
forward-looking statements and you should not place undue reliance on
the forward-looking statements. PetSmart’s forward-looking statements do
not reflect the potential impact of any future acquisitions, mergers,
dispositions, joint ventures, investments or other strategic
transactions PetSmart may make (including the proposed acquisition of
Chewy, Inc.). PetSmart undertakes no obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be required
by any applicable securities laws.

About PetSmart®

PetSmart, Inc. is North America’s leading provider of products, services
and solutions for the lifetime needs of pets. At PetSmart, we love pets,
and we believe pets make us better people. Every day with every
connection, PetSmart’s passionate associates help bring pet parents
closer to their pets so they, together, can live more fulfilled lives.
This vision impacts everything we do for our customers, the way we
support our associates and how we give back to our communities. We
employ approximately 55,000 associates, operate more than 1,500 pet
stores in the United States, Canada and Puerto Rico, as well as 205
in-store PetSmart® PetsHotel® dog and cat boarding facilities. PetSmart
provides a broad range of competitively priced pet food and products, as
well as pet-focused services such as dog training, pet grooming, pet
boarding, PetSmart® Doggie Day Camp® and pet adoption. PetSmart,
together with nonprofits PetSmart Charities® and PetSmart Charities™ of
Canada, invite more than 3,000 animal welfare organizations to bring
adoptable pets into stores so they have the best chance possible of
finding a forever home. Through this in-store adoption program and other
signature events, PetSmart has facilitated more than 7.3 million
adoptions – more than any other brick-and-mortar organization. The
company’s portfolio of digital resources for pet parents includes,,,,,
AllPaws, an online pet adoption platform that helps potential pet
parents find the perfect pet to adopt based on their home, family and
lifestyle, as well as BlogPaws, the world’s first pet blogger and
influencer network. In celebration of its 30th anniversary, PetSmart
launched its Buy a Bag, Give a Meal™ program in March 2017. For every
bag of cat or dog food purchased March 1 – Dec. 31, 2017, PetSmart will
donate a meal to pets in need and expects to donate more than 60 million
meals in 2017*.

*Ends 12/31/17. 5 oz. dog food, 1.5 oz. cat food donated to PetSmart
Charities to feed dogs and cats in need. See details at The actual number of meals donated is based on
dog and cat food bags sold. The meal donation estimate is based on
historic sales for similar time periods. No guaranteed amount. Rescue
Bank and Feeding America will help distribute a large portion of the pet
food donation in the U.S.


PetSmart Investor Relations
Kim Smith, Tom Melito
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