Chefs' Warehouse to redeem $287.5M convertible notes in October

The Chefs' Warehouse, Inc. (NASDAQ: CHEF) announced it has issued a redemption notice for all $287.5 million in aggregate principal of its 2.375% Convertible Senior Notes due 2028, with a redemption date set for Oct. 15, 2026.

The redemption price will equal 100% of the principal amount plus accrued and unpaid interest, amounting to approximately $1,007.92 per $1,000 principal amount of notes. The company's redemption right was triggered after its common stock price exceeded 130% of the conversion price on at least 20 trading days during a specified 30-day period.

Noteholders may elect to convert their notes rather than receive the redemption price, with a conversion deadline of 5:00 p.m. Eastern time on Oct. 14, 2026. The company has elected to settle conversions by paying cash of up to $1,522 per $1,000 principal amount, with any remainder settled in common stock.

The redemption notice constitutes a "Make-Whole Fundamental Change" under the indenture, increasing the conversion rate by 0.3615 shares to 22.9527 shares of common stock per $1,000 principal amount during the conversion period.

Separately, the company disclosed it has upsized a previously announced term loan refinancing from $625 million to $675 million. Jefferies Finance LLC has priced and allocated amounts of the potential facility to certain lenders. If completed, proceeds would be used to refinance the company's existing term loan, redeem the notes, cover related fees, fund capital expenditures, and for general corporate purposes. The company cautioned that there is no assurance the term loan facility will be completed as described or at all.

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