Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2020, The Chefs' Warehouse, Inc. (the "Company") entered into a sixth
amendment (the "Sixth Amendment") to its senior secured term loan credit
agreement, originally dated as of June 22, 2016 (as amended, restated,
supplemented or otherwise modified prior to the date of the Sixth Amendment, the
"Existing Credit Agreement"), by and among the Company, Chefs' Warehouse Parent,
LLC, as borrower ("CW Parent"), Dairyland USA Corporation, as borrower
("Dairyland", and together with CW Parent, the "Borrowers"), certain other
subsidiaries of the Company, as guarantors, the lenders party thereto and
Jefferies Finance LLC, as administrative agent and collateral agent, which,
among other things, (i) extended the scheduled maturity date of a portion of the
existing term loans under the Existing Credit Agreement from June 22, 2022 to
June 22, 2025 (with a springing maturity date of June 22, 2024 if, as of such
date, the Company's 1.875% Convertible Senior Notes due 2024, have not been
repaid or refinanced by debt having a maturity date not earlier than six months
after June 22, 2025) by establishing a new tranche of term loans (the "Extended
Term Loan Tranche," and the loans thereunder, the "Extended Term Loans") and
converting a portion of the existing term loans into Extended Term Loans and
(ii) increased the interest rate margin applicable to the Extended Term Loans by
2.00%. Although the Extended Term Loans initially had an aggregate principal
amount of $206,963,095.72, the Borrowers completed a voluntary prepayment in the
amount of $35,719,342.25 immediately after the establishment of the Extended
Term Loan Tranche such that the aggregate principal amount of the Extended Term
Loans is $171,243,753.47 after giving effect to such prepayment. All term loans
under the Existing Credit Agreement that were not converted into Extended Term
Loans in connection with the Sixth Amendment constitute a separate tranche (the
loans thereunder, the "2016 Term Loans") and retain the same maturity date and
interest rate margin applicable to the term loans under the Existing Credit
Agreement. Immediately after the effectiveness of the Sixth Amendment, the 2016
Term Loans consist of an aggregate principal amount of $31,165,852.60. In
connection with the Sixth Amendment, the Borrowers paid a 50 basis point fee,
equal to $856,218.77, to the consenting lenders to the Extended Term Loan
Tranche.
The Company has customary corporate and commercial banking relationships with
the lenders, administrative agent and collateral agent and their affiliates.
The foregoing description of the Sixth Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Sixth
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Sixth Amendment to Credit Agreement, dated June 8, 2020, by and
among Dairyland USA Corporation and Chefs' Warehouse Parent, LLC, as
borrowers, The Chefs' Warehouse, Inc., certain other subsidiaries, as
guarantors, the lenders party thereto and Jefferies Finance LLC, as
administrative agent and collateral agent.
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