Wag!: 66-Day Prepack Chapter 11 Transfers Ownership

On July 21, 2025, Wag! Group Co. and six affiliates filed chapter 11 in Delaware with a deal already negotiated around its secured debt. The First Day Declaration says the company entered court after revenue contraction, a failed sale and refinancing process, and an August 2025 debt maturity left it with roughly $1.7 million of cash, about $2.2 million of accounts payable, and a lender group that had already consolidated into Retriever LLC.

That structure made the case less about operating disruption than balance-sheet transfer. The Confirmation Order eliminated approximately $16.3 million of secured debt, paid general unsecured claims in full in the ordinary course, cancelled existing equity, and transferred the reorganized company to Retriever. The Notice of Effective Date shows the plan went effective on September 1, 2025, and the Final Decree closed the case 66 days after the petition date.

How Wag! Reached a Prepack

Wag! entered chapter 11 after several years of financial compression following a much larger private-market and public-market buildout. The company raised $300 million from SoftBank in January 2018, then completed its de-SPAC merger with CHW Acquisition Corporation in August 2022 at a $350 million enterprise value.

The operating record deteriorated well before the filing. Wag! reported 2024 revenue of $70.5 million and a $17.6 million net loss, then reported first-quarter 2025 revenue of $15.2 million, down from $23.2 million a year earlier. The Disclosure Statement says cumulative net losses reached $69.5 million across 2022 through 2024, while three Wag! Wellness customers accounted for about 38% of 2024 revenue.

The debtors also spent much of the year trying to avoid court. The declaration says BofA Securities contacted 16 potential transaction parties, produced seven NDAs, four management meetings, and three non-binding indications of interest, but no signed deal. A parallel refinancing process through Arc Capital Markets contacted 26 parties and also failed. Days before the filing, Wag! sold the Furscription business to MWI Veterinary Supply, using a portion of the proceeds to pay down debt, but the filing declaration says that was not enough to solve the looming maturity wall.

Capital Structure and Retriever's Control

The disclosure statement and first day declaration trace the core debt to an August 9, 2022 financing package entered alongside the de-SPAC. At filing, the debtors listed an allowed financing claim of $16,252,926.88 under the prepetition financing agreement, secured by substantially all assets.

Retriever became the fulcrum holder before the petition date. Retriever LLC acquired the debt from Blue Torch on April 11, 2025, and a later amendment appointed Alter Domus as collateral and administrative agent. By the time Wag! filed, Retriever was the prepetition lender, the DIP lender, the plan sponsor, the exit lender, and the only creditor class entitled to vote on the plan.

That concentration explains why this case moved as a true prepack rather than a contested lender-on-lender fight. The ballot certification shows Class 3 accepted the plan unanimously, and the Confirmation Memorandum reflects that no formal plan objections were filed before the August 22, 2025 deadline.

DIP Financing Kept the Case on a Short Track

The debtors asked for a $6.5 million DIP facility from Retriever on day one. The Interim DIP Order authorized an immediate $4 million draw, and the Final DIP Order approved the remaining $2.5 million. The facility carried a 15% interest rate, an 18% default rate, a 1% commitment fee, and a 2% exit fee.

The DIP also embedded the case calendar. The motion and final order tied financing availability to milestones for interim relief, final approval, and confirmation. That structure replaced the sort of formal restructuring support agreement often seen in negotiated chapter 11 cases. The Confirmation Memorandum shows the schedule held: first-day relief became final without objection, the combined disclosure statement and confirmation hearing went forward on August 29, and confirmation entered that day.

For ordinary creditors, the more important point was not the pricing but the runway. The debtors needed postpetition liquidity to fund payroll, vendors, taxes, insurance, and customer obligations while preserving the business for a lender-led recapitalization instead of a liquidation.

What the Confirmed Plan Did

The original Joint Prepackaged Plan framed the deal as a debt-for-equity conversion, and the Confirmation Order locked in the result. Class 3, consisting of financing agreement claims, received its pro rata share of all new common stock plus $5 million of new notes. Class 4 general unsecured claims were left unimpaired and paid in full in the ordinary course. Class 6 interests, which covered existing equity, were cancelled with no recovery.

The disclosure statement also explains why the debtors argued the plan met the best-interests test. In the debtors' liquidation analysis, a chapter 7 case would have generated only about $1.6 million to $4.9 million of net proceeds, leaving financing claims underwater and equity out of the money.

One late plan change matters because it altered the exit financing math. The blackline notice and Alec Davidian confirmation declaration show the debtors added an Article XII settlement with Marketplace Operations, Inc. shortly before confirmation. That settlement allowed a $2.75 million general unsecured claim to be paid in two cash installments, and the Steven Shenker declaration shows the total exit facility increased to $21.05 million from the $18.3 million structure reflected in the original plan materials.

Ownership Transfer and Public Shareholder Outcome

This was not a case where old equity survived through dilution. The confirmation order cancelled existing common stock and warrants, and the effective-date notice says Retriever emerged as the sole owner of the reorganized company. The company later announced emergence from chapter 11 as a privately held business wholly owned by Retriever.

That result completed a sharp public-market decline. Wag! priced a $10 million public offering in July 2024 to pay down debt, but by the petition date the disclosure statement says the stock had traded below Nasdaq's standards for an extended period. Nasdaq suspended trading on July 30, 2025, and the company was later formally delisted.

Professionals, Fees, and the 66-Day Exit

The debtors retained Young Conaway as bankruptcy counsel, Triple P TRS LLC as restructuring advisor, and Epiq as claims and administrative agent. The fee order approved final compensation applications totaling about $1.06 million, including Young Conaway's final application, Triple P's final application, and Epiq's final application.

Those fees were modest because the case stayed narrow. Between filing and closing, the docket reflects a pre-solicited plan, uncontested first-day relief, no formal confirmation objections, and a lender-led ownership transfer completed without a sale process inside chapter 11.

Why This Case Moved So Fast

Wag!'s chapter 11 moved quickly because the critical negotiations had already been compressed into one creditor relationship before the petition date. Retriever bought the debt, provided the DIP, voted the only impaired accepting class, funded the exit, and took the equity. The record points to the same conclusion: chapter 11 served as the legal mechanism for handing control of the company from public shareholders to its secured lender while keeping customers, caregivers, and vendors on the platform through the transition.

That does not make the case trivial. The debtors still had to stabilize liquidity, document the failed sale process, deal with a late MPO settlement, and carry a public-company delisting through emergence. But compared with a multi-creditor or committee-driven restructuring, this was a short, lender-directed case built to get from petition to effective date with minimal litigation.

Frequently Asked Questions

When did Wag! file chapter 11?

Wag! filed on July 21, 2025. The petition-date press release places the filing in the District of Delaware under Case No. 25-11358.

Who owned Wag! after bankruptcy?

Retriever LLC did. The confirmation order cancelled old equity and issued the new common stock to the financing claim holder, and the effective-date notice shows the plan was consummated on September 1, 2025.

Did unsecured creditors get paid?

Yes. The confirmation order left general unsecured claims unimpaired and payable in full in the ordinary course, while existing equity interests were cancelled.

How long did the case last?

Sixty-six days from petition date to closing. The case was filed on July 21, 2025, went effective on September 1, 2025, and the final decree closed the cases on September 25, 2025.

What happened to public shareholders?

They were wiped out. The confirmed plan treatment gave Class 6 interests no recovery, and Nasdaq later formally delisted the securities.

For more chapter 11 coverage, visit the ElevenFlo Bankruptcy Blog.