---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-303911"
form_type: "8-K"
ticker: "CHEF"
cik: "0001517175"
company_name: "Chefs' Warehouse, Inc."
filed_at: "2022-12-13T23:59:59+00:00"
generated_at: "2026-06-21T05:22:24.336087+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Chefs' Warehouse issues $287.5M convertible notes; exchanges $158.4M of existing notes

## Summary
- Issued $287.5M of 2.375% convertible senior notes due 2028; net proceeds ~$279.7M.
- Used ~$159.8M plus 324,066 shares to repurchase/exchange $158.4M of existing 1.875% notes due 2024.
- Conversion price ~$44.27 (30% premium over Dec 8 close of $34.05); interest payable semiannually.
- Remaining proceeds for general corporate purposes; greenshoe option exercised in full.

## SEC filing metadata
- accession: 0001193125-22-303911
- form_type: 8-K
- ticker: CHEF
- cik: 0001517175
- company_name: Chefs' Warehouse, Inc.
- filed_at: 2022-12-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1517175/000119312522303911/0001193125-22-303911-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1517175/000119312522303911/d404491d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-303911
- JSON: https://secwatch.observer/filing/0001193125-22-303911.json
- Plain text: https://secwatch.observer/filing/0001193125-22-303911.txt

## Key facts
- Debt Financings
  Chefs' Warehouse, Inc. incurred convertible notes of $287.5 million with initial purchasers at 2.375% per year maturing December 15, 2028.
  - Instrument: convertible notes
  - Principal: $287.5 million
  - Counterparty: initial purchasers
  - Rate: 2.375% per year
  - Maturity: December 15, 2028
  - Event: incurrence
  source text: On December 13, 2022, in connection with a previously announced offering, The Chefs’ Warehouse, Inc. (the “ Company ”) issued $287.5 million aggregate principal amount of 2.375% Convertible Senior Notes due 2028 (the “ Convertible Notes ”), which amount includes $37.5 million aggregate principal amount of Convertible Notes issued pursuant to the initial purchasers’ exercise in full of their option to purchase additional Convertible Notes in connection with the offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517175/000119312522303911/0001193125-22-303911-index.htm
- Material Agreements
  Chefs' Warehouse, Inc. entered into Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee valued at $287.5 million (effective 2022-12-13).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: The Bank of New York Mellon Trust Company, N.A., as trustee
  - Value: $287.5 million
  - Effective: 2022-12-13
  source text: The Convertible Notes were issued pursuant to an Indenture, dated as of December 13, 2022 (the “ Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517175/000119312522303911/0001193125-22-303911-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.