Roark-backed Pet Valu closes C$226m secondary offering

Pet Valu Holdings, a Markham, Ontario-based pet supplies retailer, has completed a previously announced secondary bought deal offering.

Pet Valu Holdings, a Markham, Ontario-based pet food and supplies retailer, has completed a previously announced secondary bought deal offering. The offering generated about C$226 million for selling shareholders, including Roark Capital Group. Pet Valu, acquired by Roark in 2009, went public in June.

PRESS RELEASE

Pet Valu Holdings Ltd. Announces Closing of C$226 Million Secondary Bought Deal Offering

MARKHAM, ON, Sept. 28, 2021 /CNW/ – Pet Valu Holdings Ltd. (“Pet Valu” or the “Company”) (TSX: PET), the leading Canadian specialty retailer of pet food and pet-related supplies, announced today that the previously announced secondary bought deal offering (the “Offering”) of 7,000,000 common shares of the Company (the “Common Shares”) by PV Holdings S.à r.l., Roark Capital Partners II AIV AG, L.P., RCPS Equity Cayman LP and Roark Capital Partners Parallel II AIV AG, L.P. (collectively, the “Selling Shareholders”) at a price of $32.25 per Common Share, for total gross proceeds to the Selling Shareholders of approximately C$226 million, has closed.

All net proceeds have been paid directly to the Selling Shareholders. The Company did not receive any proceeds of the Offering.

The Offering was led by RBC Capital Markets, Barclays and CIBC Capital Markets (the “Lead Underwriters”), together with a syndicate of underwriters consisting of National Bank Financial Inc., TD Securities Inc., ATB Capital Markets Inc., Laurentian Bank Securities Inc. and Raymond James Ltd. (collectively, the “Underwriters”).

The Common Shares were offered and sold by way of a final short form prospectus dated September 23, 2021 (the “Prospectus”) filed 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 Report

This additional disclosure is provided pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by Roark Capital Partners II AIV AG, L.P. and RCPS Equity Cayman LP (the “Principal Shareholders”) with the regulatory authorities in each jurisdiction in which the Company is a reporting issuer containing information with respect to the following matters (the “Early Warning Report”). The Principal Shareholders are managed by an affiliate of Roark Capital Management, LLC.

Prior to the Offering, Roark Capital Partners II AIV AG, L.P. and RCPS Equity Cayman LP beneficially owned 25,747,566 Common Shares (representing approximately 36.8% of the outstanding Common Shares on a non-diluted basis) and 18,239,988 Common Shares (representing approximately 26.1% of the outstanding Common Shares on a non-diluted basis), respectively. Following closing of the Offering, Roark Capital Partners II AIV AG, L.P. and RCPS Equity Cayman LP beneficially own 22,199,425 Common Shares (representing approximately 31.7% of the outstanding Common Shares on a non-diluted basis) and 15,726,429 Common Shares (representing approximately 22.5% of the outstanding Common Shares on a non-diluted basis), respectively.

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 in connection with the Company’s initial public offering and the investor rights agreement, each as described in the Company’s supplemented PREP prospectus dated June 23, 2021, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

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 or contact James Allison at (289) 806-4559.

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.