The Chefs’ Warehouse, Inc. Announces Redemption of All Outstanding 2.375% Convertible Senior Notes Due 2028
Rhea-AI Summary
Chefs’ Warehouse (NASDAQ: CHEF) has called for redemption of all $287.5 million of its 2.375% Convertible Senior Notes due 2028, setting October 15, 2026 as the redemption date at 100% of principal plus accrued interest (about $1,007.92 per $1,000).
Holders may convert Notes until 5:00 p.m. New York time on October 14, 2026, with a make‑whole increased conversion rate of 22.9527 shares per $1,000 during the specified period. The company has elected to settle conversions with up to $1,522 in cash per $1,000 principal, with any excess in common stock. Separately, Chefs’ Warehouse is marketing an upsized proposed $675 million term loan facility, expected to refinance its existing term loan, fund redemption of the Notes, and support capital expenditures and general corporate purposes, although completion of this financing is not assured.
Positive
- $287.5 million of 2.375% convertible notes called for full redemption on October 15, 2026
- Conversion rate increased to 22.9527 shares per $1,000 during the make‑whole fundamental change period
- Company elects to pay up to $1,522 cash per $1,000 principal on conversions before October 14, 2026
- Proposed term loan facility upsized to $675 million with amounts priced and allocated to certain lenders
Negative
- Redemption and refinancing plan depend on completion of the proposed $675 million term loan facility, which is not assured
- Future capital structure and interest expense remain uncertain pending final terms of the new term loan facility
News Explained
The refinancing process has advanced beyond marketing: Jefferies has priced and allocated amounts of the potential
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 04 | Refinancing process | Negative | -1.4% | Proposed refinancing was announced with no assurance of completion. |
| Jul 29 | Second-quarter earnings | Positive | +5.4% | Revenue, profit, margins, and adjusted EBITDA increased year over year. |
| Jul 15 | Earnings date announcement | Neutral | -1.1% | The company scheduled its second-quarter results release and conference call. |
| Apr 30 | Conference participation | Neutral | +2.5% | The company announced participation in the BMO Global Farm to Market Conference. |
| Apr 29 | First-quarter earnings | Positive | +17.8% | First-quarter sales, net income, EBITDA, and margins increased year over year. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
CHEF's prior responses were positive after earnings but mixed for refinancing and scheduling announcements.
Key Terms
convertible senior notes financial
make-whole fundamental change financial
conversion rate financial
term loan facility financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
RIDGEFIELD, Conn., Aug. 12, 2026 (GLOBE NEWSWIRE) -- The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products in the United States, the Middle East, and Canada, today announced (the “Redemption Notice Date”), that it has issued a notice (the “Redemption Notice”) to holders of the Company’s
Redemption Process
The redemption price will be payable on the Redemption Date in cash and equal to
For all Notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company (“DTC”), and all redeemed Notes in book-entry form will be surrendered for payment of the Redemption Price in accordance with the applicable rules and procedures of DTC.
Right to Convert the Notes
Holders of the Notes may surrender their Notes (or any portion thereof having a principal amount that is an integral multiple of
The sending of the Redemption Notice to the holders of the Notes constitutes a “Make-Whole Fundamental Change” under the Indenture, and therefore the conversion rate is required to be increased in accordance with Section 5.07 of the Indenture for Notes surrendered for conversion during the period beginning on, and including, the Redemption Notice Date, and ending at 5:00 p.m. (New York City time) on the Business Day immediately before the Redemption Date (October 14, 2026) (the “Make-Whole Fundamental Change Conversion Period”). The conversion rate applicable to such conversions will be increased by 0.3615 additional shares from 22.5912 shares of common stock per
The Bank of New York Mellon Trust Company, N.A., is acting as Trustee, paying agent and conversion agent under the Indenture, and its address is 500 Ross Street, 12th Floor, Pittsburgh, PA 15262 Attention: Corporate Trust Administration.
This press release does not constitute a notice of redemption under the Indenture. The Redemption Notice is being delivered to holders separately in accordance with the terms of the Indenture. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. No representation is made as to the correctness or accuracy of the CUSIP number either as printed on the notes or as contained in this press release.
Term Loan Refinancing
In addition, as previously announced, on August 4, 2026, the Company commenced a refinancing process with the marketing of a new
There can be no assurances that the term loan facility or the proposed refinancing will be completed as described above or at all.
Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. Such forward-looking statements in this news release may address the following subjects among others: statements relating to our beliefs, expectations, and plans regarding the proposed term loan refinancing, the ability to consummate the proposed term loan refinancing including the execution of a definitive credit agreement, and the intended use of proceeds. The risks and uncertainties which could impact these statements include, but are not limited to: the Company's sensitivity to general economic conditions, including disposable income levels and changes in consumer discretionary spending, as well as economic and other developments, including adverse weather conditions, in certain culinary markets where the Company’s foodservice distribution operations are concentrated; the Company's ability to expand its operations in its existing markets, penetrate new markets through acquisitions, identify new acquisitions, integrate or realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; the low-margins inherent in the Company’s business, and the sensitivity of its profit margins to inflationary and deflationary pressures; the impact of rising costs for and/or decreases in supply of commodities, ingredients, packaging, other raw materials, distribution and labor; the impact of price reductions by manufacturers for products that the Company sells, which may cause a decline in the value of the Company’s inventory or lead the Company’s customers to demand lower prices; the impact of fuel cost volatility on the Company’s distribution, packaging and energy costs; the Company’s ability to recruit and retain senior management and a highly skilled and diverse workforce; information technology system failures, cybersecurity incidents, or other disruptions to the Company’s use of technology and networks; risks relating to the Company’s substantial indebtedness; the Company’s ability to raise additional capital and/or obtain debt or other financing, on commercially reasonable terms or at all; the Company’s ability to meet future cash requirements, including the ability to access financial markets effectively and maintain sufficient liquidity; currency movements in the jurisdictions in which the Company operates; and international trade disputes, tariffs, quotas and other import or export restrictions on its international procurement, sales and operations. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2026, and other reports filed by the Company with the Securities and Exchange Commission since that date. The Company is not undertaking to update any information in the foregoing report until the effective date of its future reports required by applicable laws. Any projections of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.
About The Chefs’ Warehouse
The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States, the Middle East 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, chocolateries, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 90,000 products to more than 55,000 customer locations throughout the United States, the Middle East and Canada.
Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415
