Petco Announces Pricing of its $600,000,000 Offering of Senior Secured Notes

Rhea-AI Summary

Petco (Nasdaq: WOOF) priced a $600,000,000 offering of senior secured notes due February 1, 2031, carrying an 8.250% annual interest rate. Closing is expected on February 2, 2026 and remains subject to customary closing conditions.

Net proceeds, together with a new term loan and cash, will repay Petco's existing term loan, pay related fees and expenses, and fund general corporate purposes. The notes will be guaranteed by subsidiaries and secured: first-lien on fixed assets and second-lien on current assets, with specified subordination and priority among other secured and unsecured indebtedness. The notes will be offered only to qualified institutional buyers or non-U.S. persons under applicable exemptions.

Positive

• Issued $600,000,000 senior secured notes maturing Feb 1, 2031
• Proceeds intended to fully repay existing term loan facility
• Notes guaranteed by subsidiaries that guarantee credit facilities

Negative

• High coupon of 8.250% increases future interest expense
• Notes secured by first-lien fixed assets and second-lien current assets
• Offering limited to QIBs and non-U.S. persons, restricting liquidity

News Market Reaction

+1.37%

1 alert

+1.37% News Effect

On the day this news was published, WOOF gained 1.37%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New notes amount: $600,000,000 Coupon rate: 8.250% per annum Maturity date: February 1, 2031 +5 more

8 metrics

New notes amount $600,000,000 Aggregate principal of senior secured notes due 2031

Coupon rate 8.250% per annum Interest rate on new senior secured notes

Maturity date February 1, 2031 Due date of new senior secured notes

Expected closing February 2, 2026 Expected completion of notes offering, subject to conditions

Prior offering size $650,000,000 Senior secured notes offering announced Jan 21, 2026

Term loan to refinance $1.5 billion Term loan outstanding targeted in refinancing plan

FY 2025 Adjusted EBITDA guidance $395M–$397M Reaffirmed full-year 2025 outlook

Q4 2025 Adjusted EBITDA outlook $93M–$95M Guidance for fourth quarter 2025

Market Reality Check

Price: $2.49 Vol: Volume 2,290,172 is about...

normal vol

$2.49 Last Close

Volume Volume 2,290,172 is about in line with activity, at 1.17x the 20-day average 1,963,230 shares. normal

Technical Shares at $2.91 are trading below the 200-day MA of $3.22 and about 35.41% under the 52-week high.

Peers on Argus

WOOF slipped 1.02% while peers were mixed: BBW -3.21%, SBH -0.68%, EYE -1.85%, b...

WOOF slipped 1.02% while peers were mixed: BBW -3.21%, SBH -0.68%, EYE -1.85%, but OLPX rose 1.89% and ODP was roughly flat. Moves do not indicate a unified sector trend.

Previous Offering Reports

1 past event · Latest: Jan 21 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Debt offering launch	Neutral	+1.7%	Announced $650M senior secured notes to refinance existing term loan debt.

Pattern Detected

The only recent offering-related headline saw a modest positive price reaction, suggesting prior debt-refinancing news was digested constructively.

Recent Company History

This announcement prices Petco’s new senior secured notes, following the Jan 21, 2026 launch of a $650M notes offering tied to a broader debt refinancing. Earlier, on Jan 12, 2026, the company outlined plans to refinance $1.5B of term loans while reaffirming its 2025 outlook. Those steps, plus prior quarters’ margin and EBITDA improvements, frame today’s pricing as part of an ongoing balance-sheet repositioning rather than a standalone capital raise.

Historical Comparison

offering

+1.7 %

Average Historical Move

Historical Analysis

In the past 6 months, WOOF had 1 prior offering-related headline, which saw a 1.73% gain, suggesting investors previously viewed similar debt actions constructively.

Typical Pattern

The current release prices the senior secured notes first announced on Jan 21, 2026, marking progression from launch terms to finalized issuance details within the same refinancing plan.

Market Pulse Summary

This announcement prices new senior secured notes, following earlier disclosures about a broader ref...

Analysis

This announcement prices new senior secured notes, following earlier disclosures about a broader refinancing of term loan debt. The use of proceeds to repay an existing term loan and fund general corporate purposes ties into Petco’s ongoing balance-sheet repositioning. Historical filings highlight mixed top-line trends but improving profitability and reaffirmed 2025 guidance. Investors may focus on total debt, interest expense, and execution of the refinancing when evaluating future updates.

Key Terms

senior secured notes, first-lien priority, second-lien priority, qualified institutional buyers, +3 more

7 terms

senior secured notes financial

"announced the pricing of its previously announced senior secured notes offering"

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.

first-lien priority financial

"secured on a first-lien priority basis by security interests granted in Petco's"

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"

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"

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.

offering memorandum financial

"A confidential offering memorandum for the notes will be made available"

A written document that describes the details of a private securities sale, including the investment terms, company background, financial information and the risks involved. Investors use it like a product brochure or car manual to compare offerings and understand what they're buying, how the money will be used and what could go wrong, which helps inform their decision and provides disclosure for legal protection.

AI-generated analysis. Not financial advice.

SAN DIEGO, Jan. 22, 2026 /PRNewswire/ -- Petco (Nasdaq: WOOF) today announced the pricing of its previously announced senior secured notes offering and has agreed to issue and sell $600,000,000 in aggregate principal amount of new senior secured notes due on February 1, 2031, which will bear interest at a rate of 8.250% per annum (the "notes").  Completion of the notes offering is expected to occur on February 2, 2026 and is subject to, among other things, 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

When will Petco (WOOF) complete the $600M notes offering?

Completion is expected on February 2, 2026, subject to customary closing conditions.

What are the key terms of Petco's senior secured notes (WOOF)?

The notes total $600,000,000, mature Feb 1, 2031, and bear 8.250% interest per annum.

How will Petco (WOOF) use proceeds from the notes offering?

Proceeds, plus a new term loan and cash on hand, will repay the existing term loan, pay fees, and fund general corporate purposes.

What collateral and priority support Petco's new notes (WOOF)?

The notes are guaranteed by subsidiaries and secured first-lien on fixed assets and second-lien on current assets with stated subordination rules.

Who can buy Petco's unregistered notes (WOOF)?

The notes will be offered only to persons reasonably believed to be qualified institutional buyers (Rule 144A) or non-U.S. persons under Regulation S.