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# Chefs' Warehouse Paid $437.1 Million Cash To Settle Its 2.375% Convertible Notes
- URL: https://www.bullished.co/chefs-warehouse-paid-437-1-million-cash-to-settle-its-2-375-convertible-notes-4a33f1b3/
- Published: 2026-10-28T12:47:32.000Z
- Updated: 2026-10-28T12:47:32.000Z
- Description: A new $675.0 million term loan funded the payout after holders converted nearly all of the $287.5 million in notes.
- Author: Matteo Parrino
- Tags: SEC Filings, CHEF, Industry: Consumer Staples

[Chefs' Warehouse](https://www.bullished.co/tag/chef/), the specialty food distributor, paid [$437.1 million in cash](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000036/chef-20260925.htm?ref=bullished.co) and issued 2,671,056 shares on October 15 to settle its 2028 convertible notes, according to its 10-Q filed Wednesday. A new $675.0 million term loan paid for the cash.

## Holders chose stock over par

The company called the 2.375% notes for redemption on August 12, giving holders a choice between cash at par and converting. Holders of about $287.2 million of principal converted. The company also redeemed roughly $341 thousand of leftover notes at 100% of principal plus accrued interest.

The notes were carried at $287.5 million, but their [fair value was $725.9 million](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000036/chef-20260925.htm?ref=bullished.co) at September 25, up from $442.75 million at December 26, 2025\. That gap explains why conversion beat par.

## A bigger, longer loan

The 2033 term loan comes due October 15, 2033, with interest set at 2.00% over SOFR, a benchmark short-term rate. It amortizes at 0.25% of principal each quarter. On October 15 the company borrowed the full amount and repaid the roughly $244.75 million owed on its 2029 term loan.

The loan's proceeds also cover fees, capital spending and general corporate purposes. Its asset-based credit facility was amended too: the letter-of-credit cap rose to $75.0 million from $50.0 million, and commitments stayed at $300.0 million. On September 28 it paid down $20.0 million on that facility.

The filing says the company is still evaluating the accounting impact of the refinancing, which was not in the September 25 balance sheet.

## The business behind the debt

Chefs' Warehouse distributes specialty food and center-of-the-plate products such as beef, seafood and poultry to chefs and restaurants in the United States, the Middle East and Canada. In its [earnings release](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000034/pressreleaseex99109252026.htm?ref=bullished.co), it reported third-quarter net sales up 11.2% to $1.14 billion and net income of $29.6 million, or $0.67 per diluted share. It raised full-year guidance.

Cash at quarter-end was $164.7 million. The notes added 6,494,970 shares to the diluted count in the quarter, before the October conversions settled partly in cash and 2,671,056 new shares.

The company's next quarterly report should show how the refinancing is accounted for.

### Sources

- [10-Q Filing — Chefs' Warehouse (CHEF)](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000036/chef-20260925.htm?ref=bullished.co) — SEC EDGAR
- [10-Q Filing — Chefs' Warehouse (CHEF), Q2 FY2026 filed 2026-07-29 (comparison basis)](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000028/chef-20260626.htm?ref=bullished.co) — SEC EDGAR
- [Earnings release (8-K Item 2.02, pressreleaseex99109252026.htm) — Chefs' Warehouse, filed 2026-10-28](https://www.sec.gov/Archives/edgar/data/0001517175/000151717526000034/pressreleaseex99109252026.htm?ref=bullished.co) — SEC EDGAR
- [Chefs’ Warehouse drops despite Q3 earnings, sales beats (CHEF:NASDAQ) | Seeking Alpha](https://seekingalpha.com/news/4658821-chefs-warehouse-drops-despite-q3-earnings-sales-beats?ref=bullished.co) — seekingalpha.com
- [The Chefs' Warehouse Non-GAAP EPS of $0.66 beats by $0.07, revenue of $1.14B beats by $2](https://seekingalpha.com/news/4658765-the-chefs-warehouse-non-gaap-eps-of-066-beats-by-007-revenue-of-114b-beats-by-20m-raises-fy-guidance?ref=bullished.co) — seekingalpha.com
- [What to Expect From The Chefs' Warehouse Q3 Earnings Release?](https://finance.yahoo.com/markets/stocks/articles/expect-chefs-warehouse-q3-earnings-125600634.html?.tsrc=rss&ref=bullished.co) — Yahoo Finance
- [Asencio v. The Chefs' Warehouse, Inc. et al](https://www.law360.com/cases/5f63d7eb9e43573bb804e1a6?ref=bullished.co) — law360.com
- [Medifast Q3 Loss Narrower Than Expected as Coach Productivity Rises](https://finance.yahoo.com/healthcare/articles/medifast-q3-loss-narrower-expected-145800933.html?.tsrc=rss&ref=bullished.co) — Yahoo Finance

### More on Chefs' Warehouse

- [Chefs' Warehouse Takes $675 Million Term Loan Due 2033 To Retire Debt And Convertible Notes](https://www.bullished.co/chefs-warehouse-takes-675-million-term-loan-due-2033-to-retire-debt-and-convertible-notes-c6c3c3f4/)

[All Chefs' Warehouse (CHEF) coverage →](https://www.bullished.co/tag/chef/)