据外媒报道，“电商史上最高收购案”——PetSmart收购Chewy事件有了最新进展。PetSmart成功地完成了20亿美元的高收益债券交易，对于收购Chewy而言这算得上一个重要利好，外媒则将这笔交易称为“煎熬中的零售行业的希望之光”。
消息指出，在PetSmart宣布以33亿美金收购Chewy之后，投资人看好这一交易，使得本轮债券发行成本比预期要低。
另外有消息人士说，PetSmart的大股东，私募财团BC Partners发起的小组认购了10亿美金新股，来支持PetSmart的收购。BC Partners是欧洲著名的私募机构，管理着近千亿美金的资产。在2014年，BC Partners以87亿美金的价格收购了PetSmart。
作为全球最大的综合性宠物服务公司，PetSmart的营收达70亿美元，并开设了1500家门店，去年它还开设了73家网店。PetSmart表示对Chewy的收购是“PetSmart转型之路上的关键里程碑”。但是近年来遭遇亚马逊、Jet等线上电商售卖宠物用品的冲击，增长受阻。
而作为宠物用品电商平台的Chewy，经过五年发展，规模也已经达到将近10亿美元，去年出现盈利迹象，未来收益可期。不过PetSmart宣布收购计划之后，零售咨询顾问SucharitaMulpuru认为PetSmart的报价不应该超过10亿美元，因为Chewy可能不值得花费33.5亿美元收购。Mulpuru还说道：“如果收购Chewy不能带来任何效益的话，那还不如把钱花在其他地方。”
--附英文原文报道--
PetSmart $2 Billion Bond Deal Offers Ray of Hope in Battered Retail Sector
MAY 31, 2017 @ 03:06 PM
By Reshmi Basu and Anneken Tappe
It’s no secret that the retail sector is experiencing a bout of distress at the moment, as bricks-and-mortar operators struggle to adapt in an era of increasing online dominance. Public companies like Sears, JCPenney and Macy’s have all disclosed weak earnings, sending their respective stocks plummeting.
In the world of private equity-owned retailers, the stakes are just as high even though management doesn’t face the relentless accountability drumbeat of public shareholders. Most PE-owned retailers have high debtloads thanks to leveraged buyouts, making it more difficult to weather downturns or finance turnarounds. Case in point, CEO of the TPG Capital and Leonard Green & Partners-owned J. Crew, Mickey Drexler, told the Wall Street Journal last week that he underestimated the impact of changing technologies on the retail industry. J. Crew’s bonds trade at deeply distressed levels around 50 cents on the dollar.
Standing out amid the investing wreckage, pet supplies retailer PetSmart last week successfully placed a $2 billion high yield bond deal, and even garnered enough appetite to drive the cost of capital on the bonds lower than bankers expected. Proceeds from the sizeable placement of new notes help fund PetSmart’s $3 billion acquisition of online pet supplies retailer Chewy.com. The acquisition is the largest for a US-based e-commerce company to date, according to mergermarket data, which encompasses deals going back to 2001.
Even before PetSmart announced the $3 billion acquisition, the retailer had turned in a respectable 2016 earnings report showing slight year-over-growth, sources told Debtwire. Yet, its $1.9 billion 7.125% unsecured bonds still languished in trading, changing hands at 93 cents on the dollar in mid-April, yielding around 8.6%, as concerns about competition and secular change in the industry weighed on investor outlooks.
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Since PetSmart announced the transformative deal to buy Chewy.com, those legacy bonds have strengthened by a few points to trade this week at 94.25 yielding 8.4%. Bondholders view the exposure to a successful online sales platform as a positive, even though the combined company’s leverage would be slightly higher that PetSmart’s standalone leverage. Furthermore, PetSmart’s sponsor group led by BC Partners contributed $1 billion in fresh equity to back the deal, sources told Debtwire.
PetSmart’s standalone leverage as of December 31, 2016 was 5.5 times its annual EBITDA. In comparison, pro forma the Chewy.com deal that metric edged up to over 6.0 times, even after factoring in expected earnings synergies, said sources familiar with the deal.
Citi and Barclays led the banking syndicates for the $2 billion in new secured and unsecured bonds, respectively. The issuer placed at par a $1.35 billion 5.875% first lien note due 2024 and a $650 million 8.875% senior unsecured note due 2024. The banks initially suggested pricing around 6% for the secured notes and 9% for the unsecured notes, sources told Debtwire when the acquisition was first announced.
The secured notes have gained in trading to change hands at 100.625 compared to a par issue price, though the unsecured notes weakened slightly and last traded at 99, according to MarketAxess.
In addition to the $1 billion that PetSmart’s sponsors provided for the Chewy.com deal, the owners already invested $1.8 billion in equity when they acquired PetSmart in 2015 for $8.7 billion in one of the largest take-private deals of the year. Subsequently they received an $800 million dividend in April 2016 funded by proceeds from an asset sale.
With so much capital tied up in the PetSmart deal, the stakes are high for the retailer to continue delivering strong performance.
The Mergermarket Group, publisher of Debtwire, is also a BC Partners portfolio company.
Reshmi Basu is the Assistant Editor of restructuring for Debtwire and covers retailers and technology companies. She can be reached at Reshmi.Basu@debtwire.com.
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Anneken Tappe is a Debtwire reporter covering the high yield bond market. She can be reached at a.s.tappe@debtwire.com
【附注】PetSmart的成功，使得许多中国宠物创业者都希望成为“中国的PetSmart”,比如2014年时，宠宠熊就提出目标是做中国版的Petsmart，根据国内的实际情况优化并升级，打造宠物行业的商业王国。
更早的时候，乐宠也非常高调地宣布，希望成为中国PetSmart，并首次在中国提出“大店+电子商务”模式。并曾在朝外SOHO3层开出了2000平米的大店。但许多同行都认为，更大的问题是中国市场容量太小，还不到开大店的时候。其次是国内消费习惯没有形成。
