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Chefs' Warehouse, Inc. – ‘8-K’ for 11/18/19

On:  Friday, 11/22/19, at 5:20pm ET   ·   For:  11/18/19   ·   Accession #:  947871-19-842   ·   File #:  1-35249

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/22/19  Chefs’ Warehouse, Inc.            8-K:1,2,3,811/18/19   14:891K                                   Shearman & Sterling LLP

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-4.1      Indenture                                           HTML    389K 
 3: EX-99.1     Launch Press Release                                HTML     13K 
 4: EX-99.2     Pricing Press Release                               HTML     15K 
 5: EX-99.3     Closing Press Release                               HTML     12K 
11: R1          Cover                                               HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     13K 
14: XML         XBRL Instance -- ss158004_8k_htm                     XML     15K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.LAB  XBRL Labels -- chef-20191118_lab                     XML     97K 
 8: EX-101.PRE  XBRL Presentations -- chef-20191118_pre              XML     64K 
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12: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    33K 
13: ZIP         XBRL Zipped Folder -- 0000947871-19-000842-xbrl      Zip     90K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM  i 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i November 18, 2019

 

 i THE CHEFS’ WAREHOUSE, INC.

(Exact Name of Registrant as Specified in Charter) 

 
         
 i Delaware    i 001-35249    i 20-3031526

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

             

 i 100 East Ridge Road,

 i Ridgefield,  i Connecticut  i 06877

(Address of Principal Executive Offices, and Zip Code)

 

 i (203)  i 894-1345

Registrant’s Telephone Number, Including Area Code

 

______________________________________________

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

   i  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
   i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
   i  Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   i 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

         

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
 i Common Stock, $0.01 par value  i CHEF  i NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 
 C: 
   

 

Item 1.01 Entry into a Material Definitive Agreement

On November 22, 2019, in connection with a previously announced offering, The Chefs’ Warehouse, Inc. (the Company) issued $150 million aggregate principal amount of 1.875% Convertible Senior Notes due 2024 (the “Convertible Notes”), which amount includes $20 million aggregate principal amount of Convertible Notes issued pursuant to the initial purchasers’ exercise in full of their option to purchase additional Convertible Notes in connection with the offering. The Convertible Notes were issued pursuant to an Indenture, dated as of November 22, 2019 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The sale of the Convertible Notes generated net proceeds of approximately $145.0 million, after deducting the initial purchasers’ discounts and commissions and other estimated offering expenses payable by the Company.

The Company used approximately $43.3 million of the net proceeds from the offering of the Convertible Notes to repay all outstanding borrowings under its asset-based loan facility and intends to use the remainder for working capital and general corporate purposes, which may include future acquisitions.

The Convertible Notes will bear interest at a rate of 1.875% per year and will pay interest semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020. At any time before the close of business on the scheduled trading day immediately before the maturity date, the Convertible Notes will be convertible at the option of holders of the Convertible Notes into shares of the Company’s common stock, together with cash in lieu of any fractional share. The Convertible Notes will mature on December 1, 2024, unless earlier converted or repurchased in accordance with their terms.

The conversion rate for the Convertible Notes is 22.6249 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes (which is equivalent to a conversion price of approximately $44.20 per share of the Company’s common stock, representing a premium of approximately 35.0% over the last reported sale price of the Company’s common stock on November 19, 2019 of $32.74 per share), subject to adjustment.

The Company may not redeem the Convertible Notes at its option prior to maturity. No sinking fund is provided for the Convertible Notes. In addition, if the Company undergoes a fundamental change, as described in the Indenture, holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the required repurchase date. Additionally, the Convertible Notes are subject to customary events of default.

The Company offered and sold the Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the initial purchasers to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in connection with the sale of the Convertible Notes.

The foregoing description of the Indenture and the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (including the form of 1.875% Convertible Senior Note due 2024 included therein), filed as an exhibit hereto and incorporated by reference herein.

Neither the Convertible Notes nor the shares of the Company’s common stock that may be issued upon conversion thereof has been nor will be registered under the Securities Act, or any applicable state securities laws. Neither the Convertible Notes nor the shares of the Company’s common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

 C: 
   

 

This Current Report on Form 8-K is not an offer to sell any securities of the Company and is not soliciting an offer to buy such securities in any state where such offer and sale is not permitted.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 3.02 – Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On November 18, 2019, the Company issued a press release announcing the offering of the Convertible Notes. The full text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

On November 19, 2019, the Company issued a press release announcing the pricing of the Convertible Notes. The full text of the press release is attached as Exhibit 99.2 and is incorporated herein by reference. 

 

On November 22, 2019, the Company issued a press release announcing the closing of its Convertible Notes offering. The full text of the press release is attached as Exhibit 99.3 and is incorporated herein by reference. 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

    
Exhibit
No.
  Description
4.1   Indenture, dated as of November 22, 2019, between The Chefs’ Warehouse, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.2   Form of 1.875% Convertible Senior Note due 2024 (included as an exhibit to Exhibit 4.1)
99.1   Launch Press Release of The Chefs’ Warehouse, Inc. dated November 18, 2019
99.2   Pricing Press Release of The Chefs’ Warehouse, Inc. dated November 19, 2019
99.3   Closing Press Release of The Chefs’ Warehouse, Inc. dated November 22, 2019
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 C: 
   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  THE CHEFS’ WAREHOUSE, INC.
     
  By: /s/ Alexandros Aldous
  Name:   Alexandros Aldous
  Title: General Counsel, Corporate Secretary and Chief Government Relations Officer

 

 

 

Date:   November 22, 2019

 

 

 

 C: 
   
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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/1/24None on these Dates
6/1/20
Filed on:11/22/19
11/19/19
For Period end:11/18/19
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Chefs’ Warehouse, Inc.            10-K       12/29/23  103:10M
 4/10/23  Chefs’ Warehouse, Inc.            S-3ASR      4/10/23    6:1.1M                                   Broadridge Fin’l So… Inc
 2/28/23  Chefs’ Warehouse, Inc.            10-K       12/30/22  106:11M
 2/22/22  Chefs’ Warehouse, Inc.            10-K       12/24/21  102:11M
 3/01/21  Chefs’ Warehouse, Inc.            8-K:2,3,8,9 2/24/21   13:233K                                   Shearman & Sterling LLP
 2/23/21  Chefs’ Warehouse, Inc.            10-K       12/25/20  104:11M
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