0000899243-20-012875.txt : 20200512 0000899243-20-012875.hdr.sgml : 20200512 20200512191506 ACCESSION NUMBER: 0000899243-20-012875 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200508 FILED AS OF DATE: 20200512 DATE AS OF CHANGE: 20200512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Argos Holdings GP LLC CENTRAL INDEX KEY: 0001778154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 20870651 BUSINESS ADDRESS: STREET 1: C/O CHEWY, INC., 1855 GRIFFIN ROAD CITY: DANIA BEACH STATE: FL ZIP: 33004 BUSINESS PHONE: 7863207111 MAIL ADDRESS: STREET 1: C/O CHEWY, INC., 1855 GRIFFIN ROAD CITY: DANIA BEACH STATE: FL ZIP: 33004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buddy Chester Corp. CENTRAL INDEX KEY: 0001777949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 20870652 BUSINESS ADDRESS: STREET 1: C/O PETSMART, INC., 19601 N. 27TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85027 BUSINESS PHONE: 6235872038 MAIL ADDRESS: STREET 1: C/O PETSMART, INC., 19601 N. 27TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buddy Chester Sub LLC CENTRAL INDEX KEY: 0001777952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 20870653 BUSINESS ADDRESS: STREET 1: C/O PETSMART, INC., 19601 N. 27TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85027 BUSINESS PHONE: 6235872038 MAIL ADDRESS: STREET 1: C/O PETSMART, INC., 19601 N. 27TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85027 FORMER NAME: FORMER CONFORMED NAME: Buddy Chester Sub Corp. DATE OF NAME CHANGE: 20190528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIE Management IX Ltd CENTRAL INDEX KEY: 0001518072 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 20870654 BUSINESS ADDRESS: STREET 1: HERITAGE HALL STREET 2: LE MARCHANT STREET CITY: ST. PETER PORT STATE: Y7 ZIP: GY14HY BUSINESS PHONE: 44(0)1481737474 MAIL ADDRESS: STREET 1: HERITAGE HALL STREET 2: LE MARCHANT STREET CITY: ST. PETER PORT STATE: Y7 ZIP: GY14HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Partners Holdings Ltd CENTRAL INDEX KEY: 0001709681 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 20870655 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LTD HERITAGE HALL STREET 2: LE MARCHANT STREET CITY: ST. PETER PORT STATE: Y7 ZIP: X0GY14HY BUSINESS PHONE: 44 1481 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LTD HERITAGE HALL STREET 2: LE MARCHANT STREET CITY: ST. PETER PORT STATE: Y7 ZIP: X0GY14HY ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chewy, Inc. CENTRAL INDEX KEY: 0001766502 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 1855 GRIFFIN ROAD, SUITE B-42 CITY: DANIA BEACH STATE: FL ZIP: 33004 BUSINESS PHONE: 786-320-7111 MAIL ADDRESS: STREET 1: 1855 GRIFFIN ROAD, SUITE B-42 CITY: DANIA BEACH STATE: FL ZIP: 33004 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-08 0 0001766502 Chewy, Inc. CHWY 0001778154 Argos Holdings GP LLC 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001777949 Buddy Chester Corp. 19601 N. 27TH AVE. PHOENIX AZ 85027 0 0 1 0 0001777952 Buddy Chester Sub LLC 19601 N. 27TH AVE. PHOENIX AZ 85027 0 0 1 0 0001518072 CIE Management IX Ltd 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001709681 BC Partners Holdings Ltd 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Class A Common Stock, par value $0.01 2020-05-08 4 C 0 17584098 A 17584098 I See footnotes Class B Common Stock, par value $0.01 Class A Common Stock, par value $0.01 191477454 191477454 I See footnotes Class B Common Stock, par value $0.01 2020-05-08 4 C 0 17584098 0.00 D Class A Common Stock, par value $0.01 17584098 0 I See footnotes Class B Common Stock, par value $0.01 Class A Common Stock, par value $0.01 47260902 47260902 I See footnotes Class B Common Stock, par value $0.01 Class A Common Stock, par value $0.01 78600000 78600000 I See footnotes Forward purchase contract (obligation to sell) 2020-05-11 4 J 1 17584098 A 2023-05-16 2023-05-16 Class A Common Stock, par value $0.01 17584098 17584098 I See footnotes Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer. Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock. Shares of Class B common stock are held by PetSmart Buddy Holdings Corp. Shares of Class A common stock and forward purchase contract obligations to sell are held by Buddy Chester Sub LLC. Shares of Class B common stock are held by Buddy Chester Corp. Shares of Class B common stock are held by Buddy Holdings Corp. Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Argos Intermediate Holdco I Inc. ("Holdco I"). Holdco I is the sole stockholder of Argos Intermediate Holdco II Inc. ("Holdco II"). Holdco II is the sole stockholder of Argos Intermediate Holdco III Inc. ("Holdco III"). Holdco III is the sole stockholder of Buddy Holdings Corp. and Argos Holdings Inc. ("Holdings"). Holdings is the sole stockholder of PetSmart, Inc. ("PetSmart"). PetSmart is the sole stockholder of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. ("Chester"). Chester is the sole stockholder of Buddy Chester Sub LLC ("Buddy Sub"). (continued from footnote 7) CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited. On May 11, 2020, Buddy Sub entered into a forward purchase contract (the "Contract") with 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligates Buddy Sub to deliver up to 17,584,098 shares of Class A common stock, par value $0.01 per share of the Issuer (or, at Buddy Sub's election, an equivalent amount of cash based on the market price of the Issuer's Class A common stock at that time) to the Trust on May 16, 2023 (the "Exchange Date"). Buddy Sub received a cash payment of $535,222,699.50 from the Trust on the date it entered into the Contract. Buddy Sub pledged 17,584,098 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the Contract and, unless a default or an event of default occurs, Buddy Sub retains all voting rights with respect to the Pledged Shares. On May 4, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities"). (Continued from footnote 9) The Trust agreed to exchange each Trust Security for a pro rata portion of the Issuer's Class A common stock or other property it receives from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock to be delivered to the Trust under the Contract will be equal to the number of Trust Securities outstanding multiplied by a conversion rate, which will be between 21.2368 and 25.4842 and will be determined by reference to the volume-weighted average trading price of the Issuer's Class A common stock during the 20-trading day observation period beginning on, and Including, the 24th scheduled trading day immediately preceding the Exchange Date (the "Daily VWAP"). (Continued from footnote 10) The conversion rate will be determined as follows: (a) if the Daily VWAP is equal to or greater than the Threshold Appreciation Price (as defined below), the conversion rate will equal 21.2368 divided by 20; (b) if the Daily VWAP is equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), the conversion rate will be between 21.2368 and 25.4842 divided by 20; and (c) if the Daily VWAP is equal to or less than the Initial Price, the conversion rate will be 25.4842 divided by 20. The Initial Price, which was the last reported sale price per share of the Issuer's Class A common stock on the New York Stock Exchange as of May 4, 2020, is $39.24 (the "Initial Price"). The Threshold Appreciation Price, which is approximately 120% of the Initial Price, is $47.09 (the "Threshold Appreciation Price"). Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designated or nominated by the Reporting Persons, the Reporting Persons may be directors of the Issuer by deputization for the purposes of Section 16 of the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Argos Holdings L.P., Citrus Intermediate Holdings L.P., Argos Intermediate Holdco I Inc., Argos Intermediate Holdco II Inc., Argos Intermediate Holdco III Inc., Buddy Holdings Corp., Argos Holdings Inc., PetSmart, Inc. and PetSmart Buddy Holdings Corp. have filed a separate Form 4. /s/ Alan Schnaid, as Attorney-in-Fact for Reporting Person 2020-05-12