BJ’s Wholesale Club IPO All About Debt Repayment

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Privately held BJ’s Wholesale Club has set terms for an initial public offering (IPO) nearly seven years after the company was taken private by private equity firms Leonard Green & Partners and CVC Capital Partners for $2.8 billion.

According to the Monday Form S1/A filing with the U.S. Securities and Exchange Commission, BJ’s plans to sell 37.5 million shares in an expected price range of $15 to $17 per share. At the midpoint of the expected range, the company expects net proceeds of $563 million. If the option for underwriters is fully exercised, net proceeds are expected to rise to $648.3 million.

Proceeds from the IPO will be used to repay $623.2 million in debt, along with $10.2 million in accrued and unpaid interests on the company’s $1 billion ABL senior secured asset-based revolving facility and term loan. BJ’s also plans to borrow another $71.3 million to assist with the repayment. The borrowings were used to finance a dividend payment of $735.5 million and $72.9 million in stock options and retention bonuses.

Following the IPO, current owners will retain about 70% of their ownership in the company and new shareholders will hold a stake of about 30%. At the midpoint of the expected range, the company would be valued at around $2.02 billion.

BJ’s was shopped around last September for a sale price of around $4.0 billion to $4.5 billion, according to report at the New York Post. The premium to EBITDA was about 10 times, roughly equivalent to what Amazon paid for Whole Foods.

BJ’s posted total revenues of $12.75 billion in the fiscal year ended on February 3, 2018, an increase of 3% over the prior year. The net loss for the year was $58.89 million, compared to a profit of $50.3 million in the previous year.

Underwriters for the offering are Merrill Lynch, Deutsche Bank Securities, Goldman Sachs, JPMorgan, Morgan Stanley, Citigroup, Jefferies, Wells Fargo Securities, Nomura, Baird, Guggenheim Securities, Natixis, William Blair and Siebert Cisneros Shank. The underwriters have a 30-day option on an additional 5.625 million shares.

Following the IPO, the stock will trade on the New York Stock Exchange under the ticker symbol BJ.