The Chefs’ Warehouse Announces Pricing of $50 Million of 1.875% Convertible Senior Notes Due 2024
25 February 2021 - 12:59PM
The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company”) today
announced the pricing of $50 million aggregate principal amount of
its convertible senior notes due 2024 (the “Convertible Notes”) in
a private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). The Convertible Notes issuance is a reopening
of, and will be part of the same series as, the $150 million
aggregate principal amount of 1.875% Convertible Senior Notes due
2024 (the “Existing Notes”) issued by the Company on November 22,
2019. While the Convertible Notes will initially trade under a Rule
144A CUSIP number, once de-legended, the Convertible Notes will
have the same CUSIP number and will be fully fungible with the
Existing Notes.
The sale of Convertible Notes to the initial
purchaser is expected to settle on March 1, 2021, subject to
customary closing conditions, and is expected to result in
approximately $50.4 million in net proceeds to the Company after
deducting the initial purchaser’s discounts and commissions and
estimated offering expenses payable by the Company.
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,
2021. 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 Company intends to use approximately $31.2
million of the net proceeds from the offering of the Convertible
Notes to repay outstanding amounts under its term loan facility and
the remainder of the net proceeds for working capital and general
corporate purposes, which may include future acquisitions or
repaying a portion of the outstanding principal amount under its
asset-based loan facility.
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 32.3% over
the last reported sale price of the Company’s common stock on
February 24, 2021 of $33.41 per share), subject to adjustment.
Holders of the Convertible Notes may convert all or any portion of
their notes, in integral multiples of $1,000 principal amount, 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 buy the Convertible Notes or the
shares of the Company’s common stock issuable upon conversion of
the Convertible Notes, nor will there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
The offer and sale of the Convertible Notes and
the shares of the Company’s common stock 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 The Chefs’ Warehouse,
Inc.
The Chefs’ Warehouse, Inc. is a premier
distributor of specialty food products in the United States and
Canada focused on serving the specific needs of chefs who own
and/or operate some of the nation’s leading menu-driven independent
restaurants, fine dining establishments, country clubs, hotels,
caterers, culinary schools, bakeries, patisseries, chocolatiers,
cruise lines, casinos and specialty food stores. The Chefs’
Warehouse, Inc. carries and distributes more than 50,000 products
to more than 34,000 customer locations throughout the United States
and Canada.
Forward-Looking Statements
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 management estimates; actual results may differ
materially. The risks and uncertainties which could impact these
statements include, but are not limited to, risks related to the
expected closing of the offering, prevailing market and other
general economic conditions, and the fact that the Company’s
management will have broad discretion in the use of the proceeds
from any sale of the Convertible Notes. The foregoing list of risks
and uncertainties is illustrative, but is not exhaustive. A more
detailed description of other potential risk factors that could
affect the Company’s business and financial results is contained in
the Company’s most recent annual report 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 is not undertaking to update any information except as
required by applicable laws.
Contact:Investor RelationsJim
Leddy, CFO, (718) 684-8415
Chefs Warehouse (NASDAQ:CHEF)
Historical Stock Chart
From Apr 2024 to May 2024
Chefs Warehouse (NASDAQ:CHEF)
Historical Stock Chart
From May 2023 to May 2024