Roark-backed Pet Valu completes IPO, secures C$316m-plus

Pet Valu Holdings, a Markham, Ontario-based retailer of pet food and pet-related supplies, has completed its initial public offering, raising more than C$316 million, including the greenshoe option.

Pet Valu Holdings, a Markham, Ontario-based retailer of pet food and pet-related supplies, has completed its initial public offering, raising more than C$316 million, including the greenshoe option. The company’s common shares are trading on the Toronto Stock Exchange under the symbol “PET”. Pet Valu was taken private in 2009 by Roark Capital Group for about C$144 million.

PRESS RELEASE

MARKHAM, ON, June 30, 2021 /CNW/ – Pet Valu Holdings Ltd. (“Pet Valu” or the “Company”), the leading Canadian specialty retailer of pet food and pet-related supplies, today announced that it has completed its initial public offering (the “Offering”) of 15,812,500 common shares (“Common Shares”) (including 2,062,500 Common Shares issued pursuant to the exercise in full by the Underwriters (as defined below) of the over-allotment option granted by the Company) at a price of C$20 per Common Share, for total gross proceeds of C$316,250,000.

The Common Shares trade on the Toronto Stock Exchange under the symbol “PET”.

RBC Capital Markets, Barclays and CIBC Capital Markets acted as lead underwriters and joint bookrunners for the Offering with a syndicate that included National Bank Financial Inc., TD Securities Inc., Houlihan Lokey, ATB Capital Markets Inc., CWB McLean & Partners Wealth Management Ltd., Laurentian Bank Securities Inc. and Raymond James Ltd (collectively, the “Underwriters”).

The Offering was completed pursuant to the Company’s supplemented PREP prospectus dated June 23, 2021 (the “Prospectus”), filed with the securities regulators in each of the provinces and territories of Canada, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.
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.

Early Warning Reports
Immediately following closing of the Offering, Pet Retail Brands LP, the Company’s majority shareholder, was liquidated and all of the Common Shares owned by it distributed to its unitholders. As a result of the liquidation, Roark Capital Partners II AIV AG, L.P. acquired direct ownership of 25,747,566 Common Shares (representing approximately 36.8% of the Common Shares) and RCPS Equity Cayman LP (together with Roark Capital Partners II AIV AG, L.P., the “Principal Shareholders”) acquired direct ownership of 18,239,988 Common Shares (representing approximately 26.1% of the Common Shares). The Principal Shareholders are managed by an affiliate of Roark Capital Management, LLC.

The Principal Shareholders may further purchase, hold, vote, dispose or otherwise deal in the securities of the Company, including through derivative or hedge transactions, in such manner as they deem advisable from time to time, subject to the terms of the lock-up agreements entered into by the Principal Shareholders and the investor rights agreement, each as described in the Prospectus.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Company’s profile on SEDAR at www.sedar.com.

About Pet Valu
Pet Valu is Canada’s leading retailer of pet food and pet-related supplies with over 600 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 in-store 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.