Item 2.03 – Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On March 1, 2021, in connection with a previously announced
offering, The Chefs’ Warehouse, Inc. (“the Company”) issued $50 million aggregate principal amount of 1.875%
Convertible Senior Notes due 2024 (the “Convertible Notes”). The Convertible Notes issuance is a reopening of, and
part of the same series as, the $150 million aggregate principal amount of 1.875% Convertible Senior Notes due 2024 issued by the
Company on November 22, 2019. The Convertible Notes were issued pursuant to the 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 $50.4 million, after deducting the initial purchasers’ discounts
and commissions and other estimated offering expenses payable by the Company.
The Company used 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 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.
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 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.
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 purchaser 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.
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.