Subscriptions ⬆️. Ownership ⬇️.

We’re old enough to remember when talking heads pontificated about how the “sharing economy” was going to end ownership. There was an AirBnB or Uber for everything: musical instruments, handyman tools, you name it. Let some other sucker spend the money for a static instrument that will be used once a year: you can be the smarter one by just renting those things from them. Extra benefit: not as much need for storage!

Only, most of those businesses failed. SHOCKINGLY, people realized that the lack of predictability and poor unit economics involved in such a as-demanded-on-demand model simply didn’t work. After tens if not hundreds of millions of lost venture capital flushed down the drain, you don’t hear much about X for X companies anymore.

Instead, all you hear about are subscriptions. Here is Amanda Mull taking stock of the rise of the subscription economy for The Atlantic:

Today, things that can routinely show up at your doorstep include: misshapen vegetables, personalized vitamin cocktails, dog toys, a vast wardrobe of clothing and accessories, and even a sofa. In a consumer market of disposable fast fashion and cheap assemble-at-home furniture, the idea of wasting less while getting to use nicer, higher-quality things for a monthly fee is a compelling sell.

(PETITION Note: this must be precisely what the private equity owners of Petsmart Inc. must be thinking as they pave the path towards a Chewy.com IPO).

Ms. Mull continues:

A subscription, at its base, is simply a schedule of recurring fees that gives consumers continual access to goods or services. A car lease is a subscription, but so is your gym membership and the way you use Microsoft Office. Subscription creep dates to at least 2007, when Amazon launched Subscribe & Save, a service that lets shoppers pre-authorize periodic charges for thousands of consumable goods, such as sandwich bags or face wash (or toilet paper), usually at a slight discount over individual purchases. Then, in 2010, came Birchbox, which provides women with miniature portions of beauty products on a monthly basis for $15. At its peak, the company was valued at more than $500 million.

Both Amazon’s and Birchbox’s models have been widely copied, and their success underscores the appeal of subscriptions to businesses and consumers alike, according to Utpal Dholakia, a marketing professor at Rice University. “The pain of payment and the friction of how a person is going to pay is totally gone,” he says. Consumers receive things they need or want without having to make any decisions, and that creates more stable and predictable revenue streams for the businesses they patronize.

Subscriptions, though, are not just relegated to, say, dog food, toilet paper, and your favorite a$$-kicking newsletter about disruption from the vantage point of the disrupted. In this time of greater job mobility, people relish more flexibility.

🐶Petsmart Gets its Deal🐶

DON’T. MESS. WITH. DAISY. CHAPTER 5. (LONG ASSET STRIPPING AND COERCIVE CONSENT SOLICITATIONS).

jon wick.gif

It's a beautiful day. You're walking down the street with your cute little puppy, Bacca, enjoying some much-needed serenity. The wind is blowing your hair back and the smell of flowers permeates the air. Life is good. You’re happy. Maybe you'll treat sweet lil' Bacca to some of that sweet organic sh*t today; after all, you're only a short walk to the local pet store. But then your phone rings.

"Bro. We need to make a decision."

"About what?" you ask, your chill vibes violently crushed by the voice of your excited junior analyst.

"PetSmart. They're doing an exchange. And it's coercive AF!"

Frikken Petsmart. You look down at Bacca and you swear you see a grimace on his cute little face as he stares back at you. You refocus your attention on your analyst, "Alright dude. Relax. What's the story?"

"Arnold & Porter Kaye Scholer is hosting an all hands term lender call soon. At issue is whether the group of term lenders will, in exchange for some enhanced economics, amend the credit docs governing the loan to post facto bless the company's absurd Chewy.com dividend." 

You reflect a bit on Petsmart as you continue your walk. Nearly exactly two years ago the company announced its whopper of a $3.35b Chewy.com transaction; it took on massive amounts of debt to fund the deal. It was the largest e-commerce acquisition ever — topping Walmart Inc’s acquisition of Jet.com. Venture capitalists instantaneously made a boatload of money (the pre-acquisition funding topped out at $451mm) but immediately the Petsmart capital structure looked wobbly after a two-part debt offering of (a) $1.35 billion of ‘25 8.875% senior secured notes and (b) $650 million of ‘25 5.875% unsecured notes. Rounding out the capital structure was a $750 million ABL, a $4.3 billion cov-lite first-lien term loan and $1.9 billion of cov-lite ‘23 senior unsecured notes. The company’s leverage ratio was approximately 8.5x.

You then reflect on June 2018. You recall reading this in PETITION:

WANT TO SEE WHAT YOU WISH YOU HAD READ MONTHS AGO? CLICK HERE AND REMEMBER MORE.

Don’t. Mess. With. Daisy. Chapter 4. (Petsmart: Long Asset-Stripping Shenanigans)

Man this dog series (and John Wick referencing) is fun. With regard to Petsmart Inc., we previously we wrote:

The company financed the purchase with a two-part debt offering of (a) $1.35 billion of ‘25 8.875% senior secured notes and (b) $650 million of ‘25 5.875% unsecured notes. Rounding out the capital structure is a $750 million ABL, a $4.3 billion cov-lite first-lien term loan and $1.9 billion cov-lite ‘23 senior unsecured notes. Let us help you out here: 1+2+3+4 = $8.2 billion in debt. The equity sponsors, BC PartnersGICLongview Asset ManagementCaisse de dépôt et placement du Québec and StepStone Group, helped by writing a $1.35 billion new equity check.

That capital structure refresher is important…

Taking a page out of J.Crew’s asset-stripping, litigation-inducing, bird-flip-to-senior-lenders-activating playbook, Petsmart this week announced that it moved a 16.5% stake in Chewy.com (a/k/a the savior) to an unrestricted subsidiary — unironically using a sponsor dividend mechanic for the transaction; it also dividended 20% of the equity in Chewy.com to its parent company, Argos Holdings, an entity controlled by private equity firm BC Partners. Consequently, Chewy.com is no longer a wholly-owned subsidiary of Petsmart. Moreover, per The Financial Times,

“Chewy will no longer guarantee PetSmart's debt, according to Xtract Research, though the remaining 63.5 per cent of the shares will still be pledged to secure term loans and senior bonds.”

We love financial shenanigans that weaken lender collateral packages to the apparent benefit of junior creditors and private equity sponsors. Particularly when they’re done so quickly after the original transaction!

How did the market react? Well, per Bloomberg, initially:

PetSmart’s bonds rallied as the move of the online vendor’s assets was seen as less aggressive than what bondholders had originally priced in, according to the people, who said the initial buyers of the notes have unloaded the positions. Investors sold PetSmart’s debt last year on fears it would sell or spin off as much as 100 percent of the Chewy equity to the private equity owner, removing it from the pool of assets they have recourse to as bondholders.

Haha, right. So instead of getting potentially 100% effed, bondholders only got 33% effed. Can you say: Credit positive!? This is what makes the distressed world just so unmistakably poetic and nasty at the same time: everything is largely a function of…well…you guessed it: asset price and asset value. With the par guys out and buyers at distressed levels in, “credit positive” is entirely relative.

Anyway, more from Bloomberg,

The company’s management said that said they will continue to actively monitor the capital structure and potentially pursue additional strategic opportunities to extend debt maturities, reduce overall leverage and invest in the business, according to the people. Management didn’t have a question and answer portion at the end of the call.

Of course not. Why would they? The first question would be “By ‘reduce overall leverage’ does that mean issuing new bonds secured by the newly siphoned off equity of (valuable?) IP in exchange for the cov-lite unsecured notes?” Even Eli Manning couldn’t so obviously telegraph his next move (The Financial Times, citing Covenant Review, cites some other options here).

This bit is great:

Petsmart’s transfer of assets to an unrestricted subsidiary was not surprising given what J. Crew was able to do with its transfer of intellectual property under its loan documents, James Wallick of Xtract Research said in an interview. The move is “symptomatic” of the current market for loans and bonds, where agreements “are so flexible that you can do a transaction such as this.”

Hahaha. Man people love to gripe about the capital markets these days. Said another way,

Mmmm hmmm. Yield, baby, yield.

DO. NOT. MESS. WITH. DAISY. CHAPTER 2 of 3 (Short Pet Retailers) 🔫🔫

🐶 Petsmart Inc.: "Outlook Negative" 🐶 

On this day exactly one year ago, Recode first reported that Petsmart acquired Chewy.com for $3.35 billion — the “largest e-commerce acquisition ever.” Venture capitalists — and the founders — of course, rejoiced. This was an a$$-kicking exit — particularly for a company that, at the time, was only six years old. The reported amount of venture funding topped out at $451 million, a massive sum, but sufficiently low enough for the VCs to make a substantial return. Recode wrote,

“The deal is a huge one by any standard — bigger than Walmart’s $3.3 billion deal for Jet.com last year — and especially for a retail company like PetSmart, which was itself valued at only $8.7 billion when private equity investors took it over in 2015.

But Chewy.com has been one of the fastest-growing e-commerce sites on the planet, registering nearly $900 million in revenue last year, in what was only its fifth year in operation. The company had been a potential IPO candidate for this year or next, but was taken out by its brick-and-mortar competitor before that. It was not profitable last year.”

Recode continued,

“The deal seems like the type of bet-the-company acquisition by a traditional retailer that commerce-focused venture capitalists have been betting on for some time. While Walmart’s acquisition of Jet.com was a huge deal by e-commerce standards, it represented just a fraction of Walmart’s market value.”

Toss of the dice notwithstanding, most talking heads seemed to think that the acquisition made “strategic sense.” Nevertheless, Recode’s sentiment was more prescient than they likely suspected — mostly due to the havoc it has wreaked to Petsmart’s cap stack.

The company financed the purchase with a two-part debt offering of (a) $1.35 billion of ‘25 8.875% senior secured notes and (b) $650 million of ‘25 5.875% unsecured notes. Rounding out the capital structure is a $750 million ABL, a $4.3 billion cov-lite first-lien term loan and $1.9 billion cov-lite ‘23 senior unsecured notes. Let us help you out here: 1+2+3+4 = $8.2 billion in debt. The equity sponsors, BC PartnersGICLongview Asset ManagementCaisse de dépôt et placement du Québec and StepStone Group, helped by writing a $1.35 billion new equity check. So, what did all of this financing lead to?

One year later, CEO Michael Massey is gone and hasn’t been replaced. More recently, Ryan Cohen, the CEO and co-founder of Chewy.com has departed. Blue Buffalo Pet Products Inc., which reportedly accounted for 11-12% of PetSmart’s sales, opted to supply its food products to mass-market retailers like Target ($T) and Kroger ($KR). The notes backing the Chewy.com deal are trading (and have basically, since issuance, traded) at distressed levels. Petsmart’s EBITDA showed a 34% YOY decline in Q3. And, worse even (for investors anyway), the bondholders are increasingly concerned about asset stripping to the benefit of the company’s private equity sponsors. S&P Global Ratings downgraded the company in December. It stated,

“The downgrade reflects our view that the capital structure is unsustainable at current levels of EBITDA, although we do not see a default scenario over the next year given liquidity and cash generation. Such underperformance came from the company's rapid e-commerce growth that generated higher losses, and unanticipated negative same-store sales at its physical stores. As Chewy aggressively expands its customer base, we believe operating losses will widen because the company has not yet garnered the size and scale to offset the unprofitable business volume from new customers.”

Financial performance and ratios were a big consideration: margin is compressed, in turn negatively affecting the company’s interest coverage ratio and leverage ratio (approximately 8.5x).

Moody’s Investor Service also issued a downgrade in January. It wrote,

“We still believe the acquisition of Chewy has the potential of being transformative for PetSmart as it will exponentially increase its online penetration which was previously very modest. However, as Chewy continues to grow its topline aggressively and incur increasing customer acquisition costs we expect its operating losses to increase. More importantly, the increasingly competitive business environment particularly from e-commerce and mass retailers has led to increased promotional activity which has negatively impacted PetSmart's top line and margins. We expect this trend to continue in 2018.”

Bloomberg adds,

“Buying Chewy.com was supposed to be a coup for PetSmart Inc. For debt investors who funded the deal, it’s been more like a dog.”

See what they did there?

With 1600 stores, the company isn’t light with its footprint and same store sales and pricing power are on the decline. Still, the company’s liquidity profile remains relatively intact and its services businesses apparently still drive foot traffic. Which is not to say that the situation doesn’t continue to bear watching — particularly if Chewy.com’s customer-acquisition-costs continue to skyrocket, overall brick-and-mortar trends continue to move downward, and the likes of Target ($T), Walmart ($WMT) and Amazon ($AMZN) continue to siphon off market share. A failure to stem the decline could add more stress to the situation.

*****

💥We’ll discuss Petco Holdings in “DO. NOT. MESS. WITH. DAISY. CHAPTER 3 of 3 (Short Pet Retailers 2.0) 🔫🔫🔫” in our Members’-only briefing on Sunday.💥