The Chefs’ Warehouse Announces $ 50 Million Prize
RIDGEFIELD, Connecticut, February 24, 2021 (GLOBE NEWSWIRE) – The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company”) today announced the price of $ 50 million in total principal of its convertible bonds senior maturing in 2024 (the “Convertible Notes”) in a private placement with qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The issue of convertible notes is a reopening and will be part of the same series as the aggregate principal amount of $ 150 million of the 1.875% convertible senior notes due 2024 (the “Existing Notes”) issued by the Company on 22 November 2019. While the Convertible Notes will initially trade under a CUSIP Rule 144A number, once de-captioned, the Convertible Notes will have the same CUSIP number and will be fully fungible with the existing Notes.
The sale of the convertible notes to the original purchaser is expected to be settled on March 1, 2021, subject to customary closing conditions, and is expected to generate net proceeds of approximately $ 50.4 million for the Company after deducting discounts and commissions. of the original purchaser and offering fees payable by the Company.
The convertible notes will bear interest at the rate of 1.875% per annum and will pay interest semi-annually in arrears on June 1 and December 1 of each year, effective June 1, 2021. The convertible notes will be convertible at the option of the holders of the notes. convertible into ordinary shares of the company, as well as cash instead of any fractional shares. The Convertible Bonds will mature on December 1, 2024, unless they are previously converted or redeemed in accordance with their terms.
The Company intends to use approximately $ 31.2 million of the net proceeds of the convertible note offering to repay the amounts outstanding under its term loan facility and the remainder of the net proceeds for working capital and general business needs, which may include future acquisitions or the repayment of a portion of outstanding principal under its asset-backed loan facility.
The conversion rate of the convertible notes is 22.6249 common shares of the Company for $ 1,000 of the principal amount of the convertible notes (which is equivalent to a conversion price of approximately $ 44.20 per common share of the Company. , which represents a premium of approximately 32.3% over the last published sale price of the Company’s common shares on February 24, 2021 of $ 33.41 per share), subject to adjustment. Holders of Convertible Notes may convert any or all of their Notes, to whole multiples of the Principal Amount of $ 1,000, at their option, at any time prior to the close of business on the scheduled trading day immediately preceding December 1, 2024.
This press release is neither an offer to sell nor a solicitation of an offer to purchase the Convertible Notes or the Common Shares of the Company issuable upon conversion of the Convertible Notes, and there will be no sale of such securities in a state or jurisdiction in which such offering, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such state or jurisdiction.
The offer and sale of the convertible notes and the common shares of the Company issuable upon conversion of the convertible notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Chefs Warehouse, Inc.
The Chefs’ Warehouse, Inc. is a leading distributor of specialty food products in the United States and Canada, focused on the specific needs of chefs who own and / or operate some of the nation’s leading independent restaurants, fine dining establishments , country clubs, hotels, caterers, culinary schools, bakeries, pastry shops, chocolate makers, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. transports and distributes over 50,000 products to over 34,000 customer locations across the United States and Canada.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934 that involve risks and uncertainties and are based on current expectations and estimates of the direction ; actual results may differ materially. Risks and uncertainties that could affect these statements include, without limitation, risks relating to the expected closing of the offer, the current market and other general economic conditions, and the fact that management of the Company will have wide discretion in the use of the proceeds from any sale of the Convertible Bonds. The above list of risks and uncertainties is illustrative, but not exhaustive. A more detailed description of other potential risk factors that could affect the business and financial results of the Company is contained in the most recent annual report of the Company on Form 10-K filed with the Securities and Exchange Commission (” SEC ”) on February 23, 2021 and other reports filed by the Company with the SEC since that date. The Company does not undertake to update any information, except as required by applicable laws.
Jim Leddy, Chief Financial Officer, (718) 684-8415