Chewy restructures BC Partners ownership; Class B-to-A conversion over 5 years

Chewy, Inc.

BC Partners' aggregate ownership, voting power, and economic value unchanged; no change in outstanding shares.
Class B common stock must convert to Class A over 5 years: 85% threshold year 1, 70% year 2, 50% year 3, 30% year 4, fully by year 5.
Director nomination rights accelerated: from 6 directors at ≥40% ownership to 0 at <5%.
Standstill and change-of-control protections: BC Partners cannot acquire >1% of Class A without independent committee consent; must share control premium with all stockholders if ≥50% voting power.
Transfer restrictions: BC Partners cannot sell >1/3 of shares in first 6 months, >2/3 in 12 months post-closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Chewy, Inc. entered into Agreement and Plan of Merger with Chewy Kentucky Holding, LLC, Buddy Chester Sub Parent Holdco, Inc., Buddy Chester Sub LLC (effective 2023-10-30).

Action: entry
Agreement: merger
Counterparty: Chewy Kentucky Holding, LLC, Buddy Chester Sub Parent Holdco, Inc., Buddy Chester Sub LLC
Effective: 2023-10-30

Exact text from the filing

The Transactions were effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 30, 2023, by and among the Company, Chewy Kentucky Holding, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Buddy Chester Sub Parent Holdco, Inc., a Delaware Corporation (“Buddy Holdco”), and, solely for the purposes of certain articles identified therein, Buddy Chester Sub LLC (“Buddy Chester”), a Delaware limited liability company controlled by affiliates of BC Partners.

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Chewy, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-050296

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