FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 26, 2023
CHEWY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
| 001-38936
| 90-1020167
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7700 West Sunrise Boulevard
Plantation, Florida | | 33322
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(786) 320-7111
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share
| | CHWY
| | New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 26, 2023, Chewy, Inc. (the “Company”) entered into Amendment No. 2 (the "Amendment") to the ABL Credit Agreement, dated as of June 18, 2019 (as amended on August 27, 2021 and otherwise as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the Lenders (as defined therein) from time to time party hereto, Wells Fargo Bank, National Association, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.
The Amendment provides for, among other things, (i) an additional $300 million of commitments, such that following such increase, the aggregate principal amount of commitments were equal to a total of $800 million, (ii) the addition of Citibank, N.A. as a Lead Arranger and Joint Bookrunner (each as defined therein), and (iii) the transition of the Benchmark (as defined therein) from the “LIBO Rate” to “Term SOFR”.
The Amendment is filed as Exhibit 10.1 hereto and this description thereof is qualified by reference thereto.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| Amendment No. 2 to the ABL Credit Agreement, dated as of January 26, 2023, among Chewy Inc., the Lenders (as defined therein) from time to time party hereto, Wells Fargo Bank, National Association as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. |
| | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | CHEWY, INC. |
| | | | |
| Date: | February 1, 2023
| By: | /s/ Susan Helfrick |
| | | | Susan Helfrick |
| | | | General Counsel and Secretary |
