Latham & Watkins Advises on The Chefs’ Warehouse’s US$250 Million Convertible Senior Notes Offering

The Chefs’ Warehouse, Inc. (NASDAQ: CHEF), a premier distributor of specialty food products in the United States, Canada, and the Middle East, has announced the pricing of US$250 million aggregate principal amount of 2.375% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company also granted the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional US$37.5 million aggregate principal amount of Convertible Notes. The sale of Convertible Notes to the initial purchasers is expected to settle on December 13, 2022, subject to customary closing conditions, and is expected to result in approximately US$243.2 million (or approximately US$279.7 million if the initial purchasers exercise their option to purchase additional Convertible Notes in full) in net proceeds to the Company after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company.

Latham & Watkins LLP represents the initial purchasers in the offering with a capital markets team led by partners Ian Schuman, Greg Rodgers, and Arash Aminian Baghai, with associates Ryan Gold and Andrew Bentz. Advice was also provided on tax matters by partner Bora Bozkurt, with associate Arash Lotfi.