Cleary Gottlieb represented Itau BBA USA Securities Inc., Santander Investment Securities Inc., BofA Securities Inc., J.P. Morgan Securities LLC, and BTG Pactual US Capital LLC, as international placement agents, in the primary and secondary equity offering of Pet Center Comércio e Participações S.A. (Petz).
The offering raised approximately R$2.7 billion in gross proceeds and consisted of primary and secondary offerings of an aggregate of 195.92 million common shares. The shares offered were priced at R$13.75 per share on September 9, 2020, and the offering closed on September 14, 2020. The overallotment option was exercised on September 22, 2020, and the option closing was on September 24, 2020. The offering was registered before the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM). The shares were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
Petz is the most complete pet solution platform in Brazil in terms of product assortment, sales channels, geographic coverage, and offer of products and services, and has more stores than any other pet specialized retail chain in Brazil. Petz operates through 110 stores (present in 13 states and the Federal District of Brazil), and digital channels, under a strong omnichannel strategy. Petz is arguably the largest chain of veterinary and animal grooming centers in Brazil and one of the largest program for adoption of cats and dogs in the country. Petz Solution platform offers a wide range of pet products, including products under its private label Petz, animal healthcare, and grooming services, adoption centers for cats and dogs, in addition to events, recreational spaces, social projects, and other experiences focused on pets and their families. Petz is a portfolio company of the U.S. private equity firm Warburg Pincus, one of the selling shareholders.