Petco Health & Wellness Company, Inc. 8-K

What Happened

• On February 2, 2026, Petco Health & Wellness Company, Inc. announced a refinancing: it entered a Second Amendment to its First Lien Credit Agreement and issued $600 million of 8.250% senior secured notes due 2031 under an indenture dated February 2, 2026. Concurrently, lenders agreed to provide $900 million of Refinancing Term Loans. The proceeds of the Notes, the Refinancing Term Loans and cash on hand will be used to repay the Company’s existing term loan facility, pay related fees and expenses, and for general corporate purposes.

Key Details

• Refinancing Term Loans: aggregate principal $900 million; interest margin = Term Benchmark + 4.25% (0.00% floor); company may elect Base Rate + 3.25%; 1.00% annual amortization; maturity on the fifth anniversary of the amendment effective date; 1.00% “soft call” premium for certain repricings within six months.
• Notes: $600 million aggregate principal, 8.250% coupon, due 2031; issued under an indenture dated Feb 2, 2026 with U.S. Bank Trust Company as trustee/collateral agent.
• Use of proceeds: repay existing term loan facility in full, pay fees/expenses, and for general corporate purposes.
• Covenants and redemption: the indenture contains customary covenants restricting additional indebtedness, dividends/repurchases, asset sales, liens, and related-party transactions (subject to exceptions). Notes are redeemable under specified make‑whole and step‑down schedules and may be redeemed on a change of control.

Why It Matters

• This filing documents a material refinancing of Petco’s term loan debt, replacing the prior facility with a mix of secured term loans and senior secured notes. The new financing sets the company’s near‑to‑medium‑term interest and amortization profile (1% annual amortization on term loans; 8.25% coupon on the notes) and includes covenants that limit certain corporate actions. Investors should note the new debt levels, interest terms, maturity timelines, and covenant restrictions as they affect Petco’s financing costs and operational flexibility.