Petco Announces $650,000,000 Offering of Senior Secured Notes

Rhea-AI Summary

Petco (Nasdaq: WOOF) announced an offering of $650,000,000 aggregate principal amount of new senior secured notes on January 21, 2026. Completion is subject to pricing and customary closing conditions. Net proceeds, together with borrowings under a new term loan and cash on hand, are intended to repay Petco's existing term loan facility, pay related fees and expenses, and fund general corporate purposes.

The notes will be guaranteed by the subsidiaries that guarantee Petco's credit facilities and secured first-lien on fixed assets and second-lien on current assets. The notes will not be registered under the Securities Act and will be offered only to qualified institutional buyers (Rule 144A) and non-U.S. persons (Reg S).

Positive

• $650,000,000 senior secured notes offering announced
• Net proceeds intended to fully repay existing term loan
• Notes guaranteed by subsidiaries that guarantee credit facilities
• Secured on a first-lien basis on fixed assets

Negative

• Notes will not be registered under the Securities Act; resale restricted
• Completion subject to pricing and customary closing conditions
• Notes effectively subordinated to other secured debt on non-collateral assets

News Market Reaction

+1.73%

1 alert

+1.73% News Effect

On the day this news was published, WOOF gained 1.73%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Senior secured notes offering: $650,000,000

1 metrics

Senior secured notes offering $650,000,000 Aggregate principal amount of new senior secured notes

Market Reality Check

Price: $2.55 Vol: Volume 1,964,799 is near ...

normal vol

$2.55 Last Close

Volume Volume 1,964,799 is near the 20-day average of 2,019,413 (relative volume 0.97). normal

Technical Shares at $2.89 are trading below the 200-day moving average of $3.22 and about 35.85% under the 52-week high.

Peers on Argus

WOOF was down 2.69% while only one scanned peer, SBH, was up about 4.74%. Other ...

1 Up

WOOF was down 2.69% while only one scanned peer, SBH, was up about 4.74%. Other specialty retail peers showed mixed, smaller moves, pointing to a stock-specific dynamic rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Debt refinancing	Positive	+7.1%	Announced refinancing of term loan and reaffirmed 2025 outlook.
Nov 25	Earnings results	Positive	+6.5%	Q3 2025 results with margin gains and raised earnings outlook.
Nov 11	Earnings call notice	Neutral	-1.9%	Announced timing and webcast details for Q3 2025 call.
Aug 28	Earnings results	Positive	+23.5%	Q2 2025 results with improved margins and higher EBITDA guidance.
Aug 21	Conference participation	Neutral	+6.1%	Planned presentation at a major retailing conference.

Pattern Detected

Recent substantive news (earnings, refinancing) has often coincided with positive next-day price reactions, including several moves above 6% and one above 20%.

Recent Company History

Over the last six months, Petco has focused on earnings execution and capital structure. Q2 and Q3 2025 results showed lower net sales but improved profitability and raised or reaffirmed Adjusted EBITDA outlooks. The company also launched a debt refinancing initiative in Jan 2026 to address term loan maturities. Conference participation and earnings call scheduling supported ongoing investor communication. Today’s senior secured notes offering fits into this broader refinancing and balance sheet management effort.

Market Pulse Summary

This announcement details a $650,000,000 senior secured notes offering intended, along with a new te...

Analysis

This announcement details a $650,000,000 senior secured notes offering intended, along with a new term loan and cash, to fully repay Petco’s existing term loan facility and fund general corporate purposes. It continues a broader refinancing effort highlighted in recent disclosures. Investors may monitor final pricing, collateral structure, and progress on term loan repayment in the context of prior guidance on net sales and Adjusted EBITDA, as well as ongoing sector trends in specialty retail.

Key Terms

senior secured notes, term loan facility, first-lien priority, second-lien priority, +3 more

7 terms

senior secured notes financial

"announced an offering of $650,000,000 in aggregate principal amount of new senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

term loan facility financial

"together with borrowings under a new term loan facility and cash on hand, to repay in full its existing term loan facility"

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

first-lien priority financial

"secured on a first-lien priority basis by security interests granted in Petco's and the guarantors' fixed assets"

First-lien priority is a legal right that gives a lender the top claim on a borrower's specified assets if the borrower defaults or goes bankrupt. Think of it like being first in line at a pawnshop: the first-lien lender gets paid from the sale of the pledged collateral before any other creditors, which reduces the lender’s risk and can make related loans or bonds safer for investors.

second-lien priority financial

"and on a second-lien priority basis by security interests granted in Petco's and the guarantors' current assets"

A second-lien priority is a legal claim on a borrower's assets that comes after the first-lien creditor’s claim; if assets are sold to repay debts, the first-lien lender is paid first and the second-lien lender is paid from any remaining proceeds. For investors, this matters because second-lien debt usually carries higher risk and therefore higher yield: holders face greater chance of loss in a bankruptcy but can earn more return if the borrower stays solvent.

qualified institutional buyers regulatory

"offered only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"qualified institutional buyers" under Rule 144A of the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

SAN DIEGO, Jan. 21, 2026 /PRNewswire/ -- Petco (Nasdaq: WOOF) today announced an offering of $650,000,000 in aggregate principal amount of new senior secured notes (the "notes"). Completion of the notes offering is subject to, among other things, pricing and customary closing conditions.

Petco intends to use the net proceeds from the sale of the notes, together with borrowings under a new term loan facility and cash on hand, to repay in full its existing term loan facility, to pay related fees and expenses, and for general corporate purposes. 

The notes will be guaranteed by Petco's subsidiaries that guarantee its credit facilities (the "guarantors") and will be secured on a first-lien priority basis by security interests granted in Petco's and the guarantors' fixed assets and on a second-lien priority basis by security interests granted in Petco's and the guarantors' current assets. The notes and the related guarantees will be: effectively senior to any of Petco's and the guarantors' existing and future unsecured indebtedness and indebtedness secured by liens junior to the liens securing the notes, in each case, to the extent of the value of the collateral; effectively equal to all of Petco's and the guarantors' senior indebtedness secured on the same priority basis as the notes; effectively subordinated to any existing and future secured indebtedness of Petco and the guarantors that is secured by liens on assets that do not constitute collateral to the extent of the value of the assets securing such indebtedness; and effectively subordinated to any existing and future senior-priority lien indebtedness of Petco and the guarantors, to the extent of the value of the current asset collateral securing such obligations.

The notes to be offered will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes will be offered only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.

This press release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Petco

We're proud to be "where the pets go" to find everything they need to live their best lives for more than 60 years — from their favorite meals and toys, to trusted supplies and expert support from people who get it, because we live it. We believe in the universal truths of pet parenthood — the boundless boops, missing slippers, late night zoomies and everything in between. And we're here for it. Every tail wag, every vet visit, every step of the way. We nurture the pet-human bond in the aisles of more than 1,500 Petco stores across the U.S., Mexico and Puerto Rico. Customers experience our exclusive selection of pet care products, services, expertise and membership offerings in stores and online at petco.com, and on the Petco app. In 1999, we founded Petco Love. Together, we support thousands of local animal welfare groups nationwide, and have helped find homes for over 7 million animals through in-store adoption events.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not statements of historical fact, including, but not limited to, the completion of the offering of the notes, the intended use of proceeds from the notes and the expected terms of the notes. Such forward-looking statements can generally be identified by the use of forward-looking terms such as "believes," "may," "intends," "will," "shall," or the negative thereof or other variations thereon or comparable terminology. Although Petco believes that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct or that any forward-looking results will occur or be realized. Nothing contained in this press release is, or should be relied upon as, a promise or representation or warranty as to any future matter. All forward-looking statements are based on current expectations and assumptions about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant uncertainties and contingencies, many of which are outside the control of Petco. Forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results or events to differ materially from the potential results or events discussed in the forward-looking statements, including, without limitation, those identified in this press release as well as the following: (i) increased competition (including from multi-channel retailers, mass and grocery retailers, and e-Commerce providers); (ii) reduced consumer demand for our products and/or services; (iii) our reliance on key vendors; (iv) our ability to attract and retain qualified employees; (v) risks arising from statutory, regulatory and/or legal developments; (vi) macroeconomic pressures in the markets in which we operate, including inflation, prevailing interest rates and the impact of tariffs; (vii) failure to effectively manage our costs; (viii) our reliance on our information technology systems; (ix) our ability to prevent or effectively respond to a data privacy or security breach; (x) our ability to effectively manage or integrate strategic ventures, alliances or acquisitions and realize the anticipated benefits of such transactions; (xi) economic or regulatory developments that might affect our ability to provide attractive promotional financing; (xii) business interruptions and other supply chain issues; (xiii) catastrophic events, political tensions, conflicts and wars (such as the ongoing conflicts in Ukraine and the Middle East), health crises, and pandemics; (xiv) our ability to maintain positive brand perception and recognition; (xv) product safety and quality concerns; (xvi) changes to labor or employment laws or regulations; (xvii) our ability to effectively manage our real estate portfolio; (xviii) constraints in the capital markets or our vendor credit terms; (xix) changes in our credit ratings; (xx) impairments of the carrying value of our goodwill and other intangible assets; (xxi) our ability to successfully implement our operational adjustments, achieve the expected benefits of our cost action plans and drive improved profitability (xxii) our ability to deliver sustainable, profitable growth and (xxiii) the other risks, uncertainties and other factors identified under "Risk Factors" and elsewhere in Petco's Securities and Exchange Commission filings. The occurrence of any such factors could significantly alter the results set forth in these statements.

Petco cautions that the foregoing list of risks, uncertainties and other factors is not complete, and forward-looking statements speak only as of the date they are made. Petco undertakes no duty to update publicly any such forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

 

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SOURCE Petco - Investor Relations

FAQ

What did Petco (WOOF) announce on January 21, 2026 regarding debt?

Petco announced an offering of $650,000,000 aggregate principal amount of new senior secured notes, subject to pricing and closing conditions.

How will Petco (WOOF) use the proceeds of the $650M notes offering?

Proceeds, with a new term loan and cash on hand, are intended to repay the existing term loan, pay related fees and for general corporate purposes.

What security and guarantees back the new Petco (WOOF) notes?

The notes will be guaranteed by Petco's subsidiaries that guarantee its credit facilities and secured first-lien on fixed assets and second-lien on current assets.

Who can buy the Petco (WOOF) notes being offered January 21, 2026?

The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A or, outside the U.S., to non-U.S. persons in compliance with Regulation S.

Are the Petco (WOOF) notes registered under the Securities Act?

No; the notes will not be registered under the Securities Act and therefore have resale restrictions and limited U.S. availability.