UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2011
THE CHEFS’ WAREHOUSE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-35249
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20-3031526 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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100 East Ridge Road, Ridgefield, CT 06877
(Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: (203) 894-1345
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
On August 2, 2011, Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel
Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse of Florida, LLC (each
a “Borrower” and collectively, the “Borrowers”), The Chefs’ Warehouse, Inc. (the “Company”) and
Chefs’ Warehouse Parent, LLC (together with the Company, the “Guarantors”) entered into a senior
secured credit facility (the “Credit Agreement”) with the lenders from time to time party thereto,
JPMorgan Chase Bank, N.A. (“Chase”) as Administrative Agent and the other parties thereto.
The Credit Agreement provides for a senior secured term loan facility (the “Term Loan
Facility”) in the aggregate amount of up to $30,000,000 (the loans thereunder, the “Term Loans”)
and a senior secured revolving loan facility (the “Revolving Credit Facility” and, together with
the Term Loan Facility, the “Credit Facilities”) of up to an aggregate amount of $50,000,000 (the
loans thereunder, the “Revolving Credit Loans” and, collectively with the Term Loans, the “Loans”),
of which up to $2,000,000 is available for letters of credit and up to $3,000,000 is available for
short-term borrowings on a swingline basis. The Credit Agreement also provides that the Borrowers
may, at their option, increase the aggregate amount of the Revolving Credit Facility in an amount
up to $20,000,000 (but in not less than $10,000,000 increments) without the consent of any lenders
not participating in such increase, subject to certain customary conditions and lenders committing
to provide the increase in funding. There can be no assurance that additional funding will become
available. Unutilized commitments under the Revolving Credit Facility portion of the Credit
Agreement are subject to a per annum fee of 0.375%. A fronting fee of 0.25% per annum is payable
on the face amount of each letter of credit issued under the Credit Facilities.
On August 2, 2011, the Borrowers incurred $30,000,000 in borrowings under the Term Facility of
the Credit Agreement to repay existing indebtedness that certain Borrowers and Guarantors were
refinancing in connection with the Company’s initial public offering. The final maturity of the
Term Loans is August 2, 2015. Subject to adjustment for prepayments, the Company is required to
make monthly principal payments on the Term Loans equal to $500,000, with the remaining balance due
upon maturity.
On August 2, 2011, the Borrowers incurred approximately $16,600,000 in borrowings under the
Revolving Credit Facility portion of the Credit Agreement to repay existing indebtedness that
certain Borrowers and Guarantors were refinancing in connection with the Company’s initial public
offering. Going forward, borrowings under the Revolving Credit Facility portion of the Credit
Agreement will be used for Capital Expenditures (as defined in the Credit Agreement), Permitted
Acquisitions (as defined in the Credit Agreement), working capital and general corporate purposes
of the Borrowers. The commitments under the Revolving Credit Facility expire on August 2, 2015 and
any Revolving Credit Loans then outstanding will be payable in full at that time.
The Credit Facilities are jointly and severally guaranteed by the Borrowers and the
Guarantors, including the Company. In addition, the Credit Agreement is secured pursuant to a
Pledge and Security Agreement, dated as of August 2, 2011 (the “Pledge and Security Agreement”), by
first priority liens on substantially all of the Borrowers’ and each Guarantor’s assets and
includes a pledge of the equity interests of each of the Company’s subsidiaries.
Borrowings under the Credit Facilities will bear interest at the Company’s option of either
(i) the Chase Bank floating rate plus the applicable margin of 0.25% for Revolving Credit Loans or
2.0% for Term Loans or (ii), in the case of Eurodollar Borrowings (as defined in the Credit
Agreement) the Adjusted LIBO Rate plus the applicable margin of 2.25% for Revolving Credit Loans or
4.0% for Term Loans. The Chase Bank floating rate means the prime rate of interest announced from
time to time by
Chase, changing when and as that prime rate changes; provided that such rate shall never be
less than the adjusted one month LIBOR Rate on such day. The LIBO Rate is the rate for eurodollar
deposits for a period equal to one, two, three, six or nine months (as selected by the Borrowers)
appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service), two
business days prior to the first day of the applicable interest period.
The Credit Agreement includes negative covenants that limit, among other things, additional
indebtedness, transactions with affiliates, additional liens, sales of assets, dividends,
investments and advances, prepayments of debt, mergers and acquisitions. The Credit Agreement also
includes financial covenants that require (i) the ratio of the Company’s consolidated EBITDA (as
defined in the Credit Agreement) minus the unfinanced portion of capital expenditures to the
Company’s consolidated Fixed Charges (as defined in the Credit Agreement) on a trailing twelve
month basis not be less than 1.15 to 1.00 and (ii) the ratio of the Company’s consolidated total
indebtedness to the Company’s consolidated EBITDA for the then trailing twelve months be greater
than (A) 2.75 to 1.00 for any fiscal month ending in the Company’s 2011 or 2012 fiscal years, (B)
2.50 to 1.00 for any fiscal month ending in the Company’s 2013 fiscal year and (C) 2.25 to 1.00 for
any fiscal month ending in the Company’s 2014 fiscal year or thereafter.
The Credit Agreement also contains customary representations and warranties that must be
accurate in order for the Borrowers to borrow under the Revolving Credit Facility. In addition,
the Credit Agreement contains customary events of default, including, but not limited to, payment
defaults, breaches of representations and warranties, covenant defaults, defaults under other
material debt, events of bankruptcy and insolvency, failure of any guaranty or security document
supporting the Credit Facilities to be in full force and effect, and a change of control. If an
event of default occurs and is continuing, the Borrowers may be required immediately to repay all
amounts outstanding under the Credit Agreement. Lenders holding at least 66 2/3% of the loans and
commitments under the Credit Agreement may elect to accelerate the maturity of the loans and/or
terminate the commitments under the Credit Agreement upon the occurrence and during the
continuation of an event of default.
The foregoing description does not purport to be a complete description of the parties’ rights
and obligations under the above-described Credit Agreement and Pledge and Security Agreement. The
above description is qualified in its entirety by reference to the complete Credit Agreement and
the Pledge and Security Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
(a)
The information set forth in Item 1.01 above is incorporated herein
by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed or furnished, as applicable, herewith
to this Current Report on Form 8-K.
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| Exhibit No. |
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Description |
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10.1 |
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Credit Agreement, dated as of August 2, 2011, among Dairyland
USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel
Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and
The Chefs’ Warehouse of Florida, LLC, as Borrowers, the other
Loan Parties party thereto, the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent. |
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10.2 |
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Pledge and Security Agreement, dated August 2, 2011, by and
between Dairyland USA Corporation, The Chefs’ Warehouse
Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse
West Coast, LLC, The Chefs’ Warehouse of Florida, LLC, The
Chefs’ Warehouse, Inc. and Chefs’ Warehouse Parent, LLC, as
Guarantors, and JPMorgan Chase Bank, N.A., as Administrative
Agent. |