Item 8.01. Other Events.
Equity Offering
On September 16, 2020, Chewy, Inc. (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement"), between the Company and Morgan
Stanley & Co. LLC (the "Underwriter"), in connection with the Company's
previously announced underwritten public offering of 5,100,000 shares of Class A
common stock (the "Offering"). Pursuant to the Underwriting Agreement, the
Company has granted the Underwriter an option to purchase up to an additional
765,000 shares of Class A common stock. The Underwriting Agreement contains
customary representations, warranties, covenants and indemnification obligations
of the Company and the Underwriter, as well as termination and other customary
provisions.
The Offering was made pursuant to a prospectus supplement, dated September 16,
2020, and filed with the Securities and Exchange Commission (the "SEC"), and the
base prospectus, dated September 16, 2020, filed as part of the Company's
automatic shelf registration statement (File No. 333-248843) that became
effective under the Securities Act of 1933, as amended (the "Securities Act")
when filed with the SEC on September 16, 2020.
The Offering closed on September 21, 2020. The Company expects to use the net
proceeds from the Offering for general corporate purposes, including growth
initiatives to expand its total addressable market.
The foregoing summary of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Kirkland and Ellis LLP has issued an opinion, dated September 21, 2020,
regarding certain legal matters with respect to the Offering, a copy of which is
filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with the
registration requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
Underwriting Agreement, dated September 16, 2020, between Chewy,
1.1 Inc. and Morgan Stanley & Co. LLC.
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
The cover page from this Current Report on Form 8-K, formatted in
104 Inline XBRL.
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