Shearman & Sterling advised The Chefs’ Warehouse, as issuer, on its Rule 144A offering of $287.5 million aggregate principal amount of 2.375% convertible senior notes due 2028, including $37.5 million aggregate principal amount of the notes purchased by the initial purchasers pursuant to their fully exercised option to purchase additional notes. Concurrently with the offering, the company entered into in separate, privately negotiated transactions with a limited number of holders of its 1.875% convertible senior notes due 2024 to exchange or repurchase approximately $158.4 million principal amount of such existing convertible notes for aggregate consideration consisting of approximately $159.8 million in cash and approximately 324,066 shares of the company’s common stock.

The company used approximately $159.8 million of the net proceeds from the offering to pay the cash portion of the consideration in the exchange transactions and intends to use the remainder for general corporate purposes.

The Chefs’ Warehouse is a premier distributor of specialty food products in the United States, Canada and the Middle East 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 carries and distributes more than 50,000 products to more than 35,000 customer locations throughout the United States, Canada and the Middle East.

The Shearman & Sterling team below was supported by associates Camille Massé-Pfister and Austin Law.

The Team