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Market Information
−Removed: Our Class A common stock is currently listed on Nasdaq Global Select Market under the ticker “WOOF” and began trading on January 14, 2021.
+Added: Our Class A common stock is currently listed on The Nasdaq Global Select Market under the ticker “WOOF” and began trading on January 14, 2021.
Prior to that date, there was no public trading market for our Class A common stock.
−Removed: There is no public trading market for our Class B-1 common stock, par value $0.001 per share, and our Class B-2 common stock, par value $0.000001 per share.
−Removed: As of April 1, 2021, there were two shareholders of record of our Class A common stock, one shareholder of record of our Class B-1 common stock, and two shareholders of record of our Class B-2 common stock.
+Added: There is no public trading market for our Class B-1 common stock, par value $0.001 per share, or our Class B-2 common stock, par value $0.000001 per share.
+Added: As of March 22, 2022, there were thirty-eight shareholders of record of our Class A common stock, one shareholder of record of our Class B-1 common stock, and two shareholders of record of our Class B-2 common stock.
The number of record holders of our Class A common stock does not reflect the number of persons or entities holding their stock in “street” name through brokerage firms or other nominee holders.
3 unchanged sentences
We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future.
−Removed: We currently intend to retain future earnings, if any, to finance the growth of our business.
+Added: We currently intend to retain future earnings, if any, to finance the growth of our business and pay down our indebtedness.
Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant.
Please read “Risk Factors—The agreements governing our indebtedness include restrictive covenants that limit our operating flexibility, which could harm our long-term interests,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in this Annual Report on Form 10-K for descriptions of restrictions on our ability to pay dividends.
−Removed: Use of Proceeds
−Removed: On January 19, 2021, we closed our initial public offering of 55,200,000 shares of our Class A common stock, including the full exercise by the underwriters of their option to purchase 7,200,000 additional shares of our Class A common stock, at an offering price of $18.00 per share, pursuant to the Form S-1 (as defined herein).
−Removed: Upon completion of the sale of the shares of our Class A common stock, the initial public offering terminated.
−Removed: We received net proceeds from the offering of approximately $939.0 million, after deducting underwriting discounts and commissions.
−Removed: As described in our final prospectus filed with the SEC on January 15, 2021 pursuant to Rule 424(b)(4), we used a portion of the net proceeds from our initial public offering to redeem in full the outstanding amount of Petco Animal Supplies’ outstanding Floating Rate Senior Unsecured Notes (the “Floating Rate Senior Notes”), plus accrued but unpaid interest, and the remainder of the proceeds, plus cash on hand, to repay a portion of the Amended Term Loan Facility (as defined herein).
−Removed: The representatives of the underwriters of our initial public offering were Goldman Sachs & Co.
−Removed: LLC and BofA Securities, Inc.
−Removed: Selected Financial Data.
−Removed: Not applicable.
+Added: Performance Graph
+Added: The graph below compares the cumulative total return on our Class A common stock with the cumulative total returns of the Nasdaq Composite index and S&P Retail index from January14, 2021 (the initial day of trading for our Class A common stock) through January 29, 2022.
+Added: The graph assumes that the value of the investment in our Class A common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on January 14, 2021 and tracks it through January 29, 2022.
+Added: The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock.
+Added: Petco Health and Wellness Company Inc.
+Added: NASDAQ Composite
+Added: S&P Retail Index
+Added: The above performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Petco Health and Wellness Company, Inc.
+Added: under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.