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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Class
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Outstanding at March 9, 2017
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Common Stock, $.01 par value per share
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26,277,049 shares
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Document
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Parts Into Which Incorporated
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Proxy Statement for the Annual Meeting of Stockholders
expected to be held on May 19, 2017 (Proxy Statement)
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Part III
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Description
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Page
Number
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Part I
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•
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our success depends to a significant extent upon general economic conditions, including disposable income levels and changes in consumer discretionary spending;
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•
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a significant portion of our future growth is dependent upon our ability to expand our operations in our existing markets and to penetrate new markets through acquisitions;
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•
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we may not achieve the benefits expected from our acquisitions, including our recent acquisition of M.T. Food Service, Inc. ("MT Food"), which could adversely impact our business and operating results;
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•
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we may have difficulty managing and facilitating our future growth;
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•
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conditions beyond our control could materially affect the cost and/or availability of our specialty food products or center-of-the-plate products and/or interrupt our distribution network;
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•
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our increased distribution of center-of-the-plate products, like meat, poultry and seafood, following our acquisitions of Michael’s Finer Meats, LLC (“Michael’s”), Allen Brothers, Inc. (“Allen Brothers”) and Del Monte Capital Meat Co. and related entities (“Del Monte”), involves risks that we have not historically faced;
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•
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our business is a low-margin business and our profit margins may be sensitive to inflationary and deflationary pressures;
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•
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group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these organizations;
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•
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because our foodservice distribution operations are concentrated in certain culinary markets, we are susceptible to economic and other developments, including adverse weather conditions, in these areas;
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•
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damage to our reputation or lack of acceptance of our specialty food products, center-of-the-plate products and/or the brands we carry in existing and new markets could materially and adversely impact our business, financial condition or results of operations;
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•
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our customers are generally not obligated to continue purchasing products from us;
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•
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we have experienced losses due to our inability to collect accounts receivable in the past and could experience increases in such losses in the future if our customers are unable to pay their debts to us in a timely manner or at all;
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•
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product liability claims could have a material adverse effect on our business, financial condition or results of operations;
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•
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Fuel cost volatility may have a material adverse effect on our business, financial condition or results of operations;
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•
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new information or attitudes regarding diet and health or adverse opinions about the health effects of the products we distribute could result in changes in consumer eating habits, which could have a material adverse effect on our business, financial condition or results of operations;
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•
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we have significant competition from a variety of sources, and we may not be able to compete successfully;
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•
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our substantial indebtedness may limit our ability to invest in the ongoing needs of our business;
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•
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our ability to raise capital in the future may be limited;
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•
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we may be unable to obtain debt or other financing, including financing necessary to execute on our acquisition strategy, on favorable terms or at all;
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•
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information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business;
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•
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our investments in information technology may not produce the benefits that we anticipate;
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•
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we may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business;
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•
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our business operations and future development could be significantly disrupted if we lose key members of our management team;
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•
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our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impact our profitability. In addition, if we fail to establish proper reserves and adequately estimate future expenses, the costs associated with our self-insured group medical, workers’ compensation liability and auto liability plans may adversely affect our business, financial condition or results of operations;
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•
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increases in our labor costs, including as a result of labor shortages, the unionization of some of our associates, the price or unavailability of insurance and changes in government regulation, could slow our growth or harm our business;
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•
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we are subject to significant governmental regulation and failure to comply could subject us to enforcement actions, recalls or other penalties, which could have a material adverse effect on our business, financial condition or results of operations;
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•
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federal, state, provincial and local tax rules in the United States and Canada may adversely impact our business, financial condition or results of operations;
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•
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the price of our common stock may be volatile and our stockholders could lose all or a part of their investment;
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•
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concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions;
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•
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if securities analysts or industry analysts downgrade our stock, publish negative research or reports or do not publish reports about our business, our stock price and trading volume could decline;
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•
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we do not intend to pay dividends for the foreseeable future and our stock may not appreciate in value;
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•
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our issuance of preferred stock or debt securities could adversely affect holders of our common stock and discourage a takeover; and
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•
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some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
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MARKET NAME
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GEOGRAPHIES SERVED
|
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YEAR ENTERED
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New York
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Boston to Atlantic City
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1985
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Washington, D.C.
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Philadelphia to Richmond
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1999
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Los Angeles
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Santa Barbara to San Diego
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2005
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San Francisco
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Napa Valley to Monterey Bay
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2005
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Las Vegas
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Las Vegas
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2005
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Miami
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Miami
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2010
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Portland
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Bend, OR to Seattle, WA
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2011
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Columbus
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Midwest
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2012
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Cincinnati
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Dayton, OH to Lexington, KY
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2013
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Chicago
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Chicago
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2013
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Vancouver
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Vancouver and Western Canada
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2013
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Edmonton
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Edmonton and Calgary
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2013
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Toronto
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Toronto
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2013
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Seattle
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Seattle
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2013
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Sacramento
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Sacramento
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2015
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December 30, 2016
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December 25, 2015
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December 26, 2014
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|||||||||||||||
Center of Plate
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$
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575,502
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48
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%
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$
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485,260
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46
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%
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$
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311,336
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37
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%
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Dry Goods
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202,273
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17
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%
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186,119
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18
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%
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169,933
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20
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%
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|||
Pastries and other Bakery Products
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162,097
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14
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%
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143,806
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14
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%
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140,865
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17
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%
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Cheeses
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95,090
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8
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%
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88,589
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8
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%
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83,065
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10
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%
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Dairy Products
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73,517
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6
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%
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67,530
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6
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%
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58,148
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7
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%
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|||
Oils and Vinegars
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64,589
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5
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%
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58,245
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6
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%
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56,859
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7
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%
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Kitchen Supplies
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19,798
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2
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%
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17,329
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2
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%
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12,503
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2
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%
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|||
Total
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$
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1,192,866
|
|
|
100
|
%
|
|
$
|
1,046,878
|
|
|
100
|
%
|
|
$
|
832,709
|
|
|
100
|
%
|
•
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Outside Sales Associates:
Responsible for identifying sales opportunities, educating customers and acting as our public representatives.
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•
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Inside Sales Associates:
Responsible for processing customer orders and arranging for delivery and payment.
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•
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Product Specialists:
Responsible for maintaining specialized product knowledge and educating our outside sales associates and customers regarding new products and general developments in several specific categories, including protein, seafood, pastry and cheese.
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NAME & POSITION
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AGE
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BUSINESS EXPERIENCE
|
Christopher Pappas
President, Chief Executive Officer and Chairman of the Board of Directors |
|
57
|
|
Christopher Pappas is our founder and has served as our chief executive officer since 1985 and has been a director on our board and our board chairman since our IPO, and he also served as a director and the chairman of the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has been our president since April 11, 2009 and before that was our president from our formation to January 1, 2007. Prior to founding our company, Mr. C. Pappas played basketball professionally in Europe for several years following his graduation from Adelphi University in 1981 with a Bachelor of Arts degree in Business Administration. Mr. C. Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing, strategy development, business development and operations.
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John Pappas
Vice Chairman and Director |
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53
|
|
John Pappas
is a founder of our company and currently serves as our vice chairman, a position he has held since March 1, 2011. From our founding in 1985 to March 1, 2011, he served as our chief operating officer. Mr. J. Pappas has been a director on our board since our IPO, and he also served as a director on the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has over 30 years of experience in logistics, facility management and global procurement and oversees our network of distribution centers nationwide. Mr. J. Pappas is also active in the development of our corporate strategy.
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John Austin
Chief Financial Officer & Assistant Corporate Secretary |
|
55
|
|
John Austin
is our chief financial officer and assistant corporate secretary, positions he has held since July 1, 2012. Prior to joining our company he was a founder and chief financial officer of The Hilb Group, LLC, a regional mid-market insurance brokerage firm formed in 2009 which focused primarily on property and casualty insurance and employee benefits services. Prior to joining The Hilb Group in 2009, Mr. Austin was employed by Performance Food Group Company (“PFG”), a Richmond, Virginia-based publicly-traded foodservice distributor, from 1995 to 2009. Mr. Austin served his last six years at PFG as that company’s chief financial officer. Prior to joining PFG, Mr. Austin spent four years as the assistant controller for General Medical Corporation, a Richmond, Virginia-based distributor of medical supplies. He also spent the first six years of his career in public accounting, primarily with the Richmond, Virginia office of Deloitte & Touche.
|
Alexandros Aldous
General Counsel & Corporate Secretary |
|
36
|
|
Alexandros Aldous
is our general counsel and corporate secretary, positions he has held since joining us in March 2011, and our IPO on July 27, 2011, respectively. Mr. Aldous’s prior work experience includes working as an attorney with Barclays Capital, the investment banking division of Barclays Bank PLC, in London, where he focused primarily on mergers and acquisitions and capital markets, and prior to that, working as an attorney with Shearman & Sterling LLP, in New York, where he focused primarily on mergers and acquisitions. Mr. Aldous is a member of the Government Relations Leadership Committee of the International Foodservice Distributors Association, a member of the Global Alumni Advisory Board of the American College of Greece, as well as a member of the Dean’s Counsel of American University’s School of International Service. Mr. Aldous earned a B.A. in Classics and Government from Colby College, a Juris Doctor and M.A. from American University and an LL.M. from the London School of Economics and Political Science. Mr. Aldous is licensed to practice law in the State of New York, District of Columbia, and England and Wales.
|
Patricia Lecouras
Chief Human Resources Officer |
|
61
|
|
Patricia Lecouras
is our chief human resources officer, a position she has held since March 5, 2007. Ms. Lecouras joined our company from GE Capital Commercial Finance where she was vice president, human resources from 2001 to 2007. Prior to her time with GE Capital Commercial Finance, Ms. Lecouras was with Nine West Shoes (f/k/a Fischer Camuto Corporation) and Xerox. Ms. Lecouras’s professional experience is multidisciplinary and includes prior experience working in finance and tax-related functions. She also has earned a six sigma master black belt certification. Ms. Lecouras holds a Bachelor of Arts degree in Psychology and Social Work from Skidmore College.
|
•
|
maintaining the existing customer and supplier base and personnel;
|
•
|
optimizing delivery routes;
|
•
|
coordinating administrative, distribution and finance functions; and
|
•
|
integrating management information systems and personnel.
|
•
|
requires us to utilize a substantial portion of our cash flows from operations to make payments on our indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, development activity and other general corporate purposes;
|
•
|
increases our vulnerability to adverse general economic or industry conditions;
|
•
|
limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;
|
•
|
makes us more vulnerable to increases in interest rates, as borrowings under our Term Loan Facility and ABL Facility (together the “New Credit Facilities”) are at variable rates;
|
•
|
limits our ability to obtain additional financing in the future for working capital or other purposes, including to finance acquisitions;
|
•
|
in the case of the convertible subordinated notes, could result in the issuance of additional shares of our common stock that would result in the dilution of our then-existing stockholders; and
|
•
|
places us at a competitive disadvantage compared to our competitors that have less indebtedness.
|
•
|
the products we distribute in the United States are subject to regulation and inspection by the FDA and the USDA, and the products we distribute in Canada are subject to regulation by Health Canada and the Canadian Food Inspection Agency;
|
•
|
our warehouse, distribution facilities, repackaging activities and other operations also are subject to regulation and inspection, as applicable, by the FDA, the USDA, Health Canada, the Canadian Food Inspection Agency and state and provincial health authorities; and
|
•
|
our U.S. and Canadian trucking operations are subject to regulation by, as applicable, the U.S. Department of Transportation, the U.S. Federal Highway Administration, Transport Canada, the Surface Transportation Board and provincial transportation authorities.
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;
|
•
|
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
additions or departures of our senior management personnel;
|
•
|
sales of common stock by our directors and executive officers;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
actions by stockholders;
|
•
|
the level and quality of research analyst coverage for our common stock, changes in financial estimates or investment recommendations by securities analysts following our business or failure to meet such estimates;
|
•
|
the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet projections included in our public disclosure;
|
•
|
various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our distributors or suppliers or our competitors;
|
•
|
introductions of new products or new pricing policies by us or by our competitors;
|
•
|
acquisitions or strategic alliances by us or our competitors;
|
•
|
short sales, hedging and other derivative transactions in our common stock;
|
•
|
the operating and stock price performance of other companies that investors may deem comparable to us; and
|
•
|
other events or factors, including changes in general conditions in the United States and global economies or financial markets (including those resulting from acts of God, war, incidents of terrorism or responses to such events).
|
•
|
authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
|
•
|
prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
eliminating the ability of stockholders to call a special meeting of stockholders; and
|
•
|
establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings.
|
|
|
Common Stock Price
|
||||||
|
|
High
|
|
Low
|
||||
Fiscal Year Ended December 30, 2016
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
20.23
|
|
|
$
|
12.90
|
|
Second Quarter
|
|
$
|
20.34
|
|
|
$
|
14.82
|
|
Third Quarter
|
|
$
|
16.72
|
|
|
$
|
10.49
|
|
Fourth Quarter
|
|
$
|
16.15
|
|
|
$
|
10.80
|
|
|
|
|
|
|
||||
Fiscal Year Ended December 25, 2015
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
24.09
|
|
|
$
|
19.57
|
|
Second Quarter
|
|
$
|
22.84
|
|
|
$
|
18.07
|
|
Third Quarter
|
|
$
|
21.61
|
|
|
$
|
13.39
|
|
Fourth Quarter
|
|
$
|
20.61
|
|
|
$
|
12.55
|
|
|
|
December 30, 2011
|
|
December 28, 2012
|
|
December 27, 2013
|
|
December 26, 2014
|
|
December 25, 2015
|
|
December 30, 2016
|
||||||||||||
The Chefs’ Warehouse, Inc.
|
|
$
|
100.00
|
|
|
$
|
86.23
|
|
|
$
|
163.16
|
|
|
$
|
123.35
|
|
|
$
|
97.26
|
|
|
$
|
90.43
|
|
NASDAQ Composite Index
|
|
$
|
100.00
|
|
|
$
|
113.63
|
|
|
$
|
159.55
|
|
|
$
|
184.51
|
|
|
$
|
193.79
|
|
|
$
|
208.51
|
|
S&P Smallcap Food Distributor Index
|
|
$
|
100.00
|
|
|
$
|
114.38
|
|
|
$
|
207.30
|
|
|
$
|
205.72
|
|
|
$
|
140.35
|
|
|
$
|
220.60
|
|
|
|
Total Number
of Shares
Repurchased
(1)
|
|
Average
Price
Paid Per Share
|
|
Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
|||||
September 24, 2016 to October 21, 2016
|
|
104
|
|
|
$
|
11.60
|
|
|
—
|
|
|
—
|
|
October 22, 2016 to November 18, 2016
|
|
56
|
|
|
11.65
|
|
|
—
|
|
|
—
|
|
|
November 19, 2016 to December 30, 2016
|
|
1,098
|
|
|
14.90
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,258
|
|
|
$
|
14.48
|
|
|
—
|
|
|
—
|
|
|
(1)
|
During the fourteen weeks ended
December 30, 2016
, we withheld
1,258
shares of our common stock to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to certain of our officers and key employees.
|
•
|
$123,893 in cash, which was funded with cash-on-hand, borrowings under the revolving credit facility portion of our senior secured credit facilities and the issuance of $25,000 of additional senior secured notes that bear interest at 5.80% per annum due on October 17, 2020;
|
•
|
approximately 1.1 million shares of our common stock (valued at $22.17 per share);
|
•
|
$36,750 in convertible subordinated notes issued to certain entities affiliated with Del Monte with a six-year maturity bearing interest at 2.50% with a conversion price of $29.70 per share; and
|
•
|
$1,258 offset received as an adjustment to the purchase price.
|
|
|
FOR THE FISCAL YEARS ENDED
|
||||||||||||||||||
Statement of Operations Data:
|
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
|
December 27, 2013
|
|
December 28, 2012
|
||||||||||
Net sales
|
|
$
|
1,192,866
|
|
|
$
|
1,046,878
|
|
|
$
|
832,709
|
|
|
$
|
673,545
|
|
|
$
|
480,292
|
|
Cost of sales
|
|
891,649
|
|
|
778,167
|
|
|
627,551
|
|
|
501,181
|
|
|
355,288
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
|
301,217
|
|
|
268,711
|
|
|
205,158
|
|
|
172,364
|
|
|
125,004
|
|
|||||
Operating expenses
|
|
253,978
|
|
|
228,311
|
|
|
172,148
|
|
|
135,783
|
|
|
96,237
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
47,239
|
|
|
40,400
|
|
|
33,010
|
|
|
36,581
|
|
|
28,767
|
|
|||||
Interest expense, net
|
|
41,632
|
|
|
12,984
|
|
|
8,167
|
|
|
7,775
|
|
|
3,674
|
|
|||||
(Gain) loss on sale of assets
|
|
(69
|
)
|
|
(295
|
)
|
|
(5
|
)
|
|
8
|
|
|
18
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
5,676
|
|
|
27,711
|
|
|
24,848
|
|
|
28,798
|
|
|
25,075
|
|
|||||
Provision for income taxes
|
|
2,653
|
|
|
11,502
|
|
|
10,633
|
|
|
11,808
|
|
|
10,564
|
|
|||||
Net income
|
|
$
|
3,023
|
|
|
$
|
16,209
|
|
|
$
|
14,215
|
|
|
$
|
16,990
|
|
|
$
|
14,511
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share
|
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.58
|
|
|
$
|
0.78
|
|
|
$
|
0.70
|
|
Diluted net income per share
|
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
0.77
|
|
|
$
|
0.69
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
25,919
|
|
|
25,532
|
|
|
24,638
|
|
|
21,767
|
|
|
20,612
|
|
|||||
Diluted
|
|
26,030
|
|
|
26,509
|
|
|
24,845
|
|
|
21,995
|
|
|
20,926
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
32,862
|
|
|
$
|
2,454
|
|
|
$
|
3,328
|
|
|
$
|
20,014
|
|
|
$
|
118
|
|
Working capital
|
|
$
|
157,117
|
|
|
$
|
125,371
|
|
|
$
|
111,947
|
|
|
$
|
117,504
|
|
|
$
|
57,802
|
|
Total assets
1
|
|
$
|
633,538
|
|
|
$
|
579,803
|
|
|
$
|
374,266
|
|
|
$
|
351,971
|
|
|
$
|
207,699
|
|
Long-term debt, net of current portion
|
|
$
|
317,725
|
|
|
$
|
267,349
|
|
|
$
|
135,800
|
|
|
$
|
140,847
|
|
|
$
|
119,352
|
|
Total liabilities
1
|
|
$
|
439,778
|
|
|
$
|
391,839
|
|
|
$
|
227,472
|
|
|
$
|
219,906
|
|
|
$
|
168,417
|
|
Total stockholders’ equity
|
|
$
|
193,760
|
|
|
$
|
187,964
|
|
|
$
|
146,794
|
|
|
$
|
132,065
|
|
|
$
|
39,282
|
|
•
|
$123,893 in cash, which was funded with cash-on-hand, borrowings under the revolving credit facility portion of our senior secured credit facilities and the issuance of $25,000 of additional senior secured notes that bear interest at 5.80% per annum due on October 17, 2020;
|
•
|
approximately 1.1 million shares of our common stock (valued at $22.17 per share);
|
•
|
$36,750 in convertible subordinated notes issued to certain entities affiliated with Del Monte with a six-year maturity bearing interest at 2.50% with a conversion price of $29.70 per share; and
|
•
|
$1,258 offset received as an adjustment to the purchase price.
|
•
|
sales and service territory expansion;
|
•
|
operational excellence and high customer service levels;
|
•
|
expanded purchasing programs and improved buying power;
|
•
|
product innovation and new product category introduction;
|
•
|
operational efficiencies through system enhancements; and
|
•
|
operating expense reduction through the centralization of general and administrative functions.
|
•
|
Net sales growth.
Our net sales growth is driven principally by changes in volume and, to a lesser degree, changes in price related to the impact of inflation in commodity prices and product mix. In particular, product cost inflation and deflation impacts our results of operations and, depending on the amount of inflation or deflation, such impact may be material. For example, inflation may increase the dollar value of our sales, and deflation may cause the dollar value of our sales to fall despite our unit sales remaining constant or growing.
|
•
|
Gross profit and gross profit margin.
Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline. Our gross profit margin is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins. This mix shift is most significantly impacted by the introduction of new categories of products in markets that we have more recently entered, impact of product mix from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
|
•
|
Net sales.
Net sales consist primarily of sales of specialty products, center-of-the-plate proteins and other food products to independently-owned restaurants and other high-end foodservice customers, which we report net of certain group discounts and customer sales incentives. Net sales also include sales by our Allen Brothers subsidiary that are direct-to-consumers.
|
•
|
Cost of sales.
Cost of sales include the net purchase price paid for products sold, plus the cost of transportation necessary to bring the product to our distribution facilities. Our cost of sales may not be comparable to other similar companies within our industry that include all costs related to their distribution network and protein processing costs in their costs of sales rather than as operating expenses.
|
•
|
Operating expenses.
Our operating expenses include warehousing, processing and distribution expenses (which include salaries and wages, employee benefits, facility and distribution fleet rental costs and other expenses related to warehousing, processing and delivery) and selling, general and administrative expenses (which include selling, insurance, administrative, wage and benefit expenses and share-based compensation expense).
|
•
|
Interest expense.
Interest expense consists primarily of interest on our outstanding indebtedness and, as applicable, the amortization or write-off of deferred financing fees.
|
|
|
FISCAL YEAR ENDED
|
|||||||
|
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.7
|
%
|
|
74.3
|
%
|
|
75.4
|
%
|
Gross profit
|
|
25.3
|
%
|
|
25.7
|
%
|
|
24.6
|
%
|
Operating expenses
|
|
21.3
|
%
|
|
21.8
|
%
|
|
20.7
|
%
|
Operating income
|
|
4.0
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
Other expense (income):
|
|
|
|
|
|
|
|||
Other expense
|
|
3.5
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
Income before income taxes
|
|
0.5
|
%
|
|
2.6
|
%
|
|
3.0
|
%
|
Provision for income taxes
|
|
0.2
|
%
|
|
1.1
|
%
|
|
1.3
|
%
|
Net income
|
|
0.3
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
•
|
$123,893 in cash, which was funded with cash-on-hand, borrowings under the revolving credit facility portion of our senior secured credit facilities and the issuance of $25,000 of additional senior secured notes that bear interest at 5.80% per annum due on October 17, 2020;
|
•
|
approximately 1.1 million shares of our common stock (valued at $22.17 per share);
|
•
|
$36,750 in convertible subordinated notes issued to certain entities affiliated with Del Monte with a six-year maturity bearing interest at 2.50% with a conversion price of $29.70 per share; and
|
•
|
$1,258 offset received as an adjustment to the purchase price
|
|
|
PAYMENTS DUE BY PERIOD (1)
|
||||||||||||||||||
|
|
TOTAL
|
|
LESS THAN
ONE YEAR
|
|
1-3
YEARS
|
|
4-5
YEARS
|
|
THEREAFTER
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Inventory purchase commitments
|
|
$
|
24,850
|
|
|
$
|
24,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Indebtedness
|
|
$
|
340,552
|
|
|
$
|
11,587
|
|
|
$
|
8,195
|
|
|
$
|
44,256
|
|
|
$
|
276,514
|
|
Capital lease obligations and software financing
|
|
$
|
2,136
|
|
|
$
|
1,520
|
|
|
$
|
616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pension exit liabilities
|
|
$
|
3,921
|
|
|
$
|
289
|
|
|
$
|
578
|
|
|
$
|
578
|
|
|
$
|
2,476
|
|
Long-term operating leases
|
|
$
|
117,071
|
|
|
$
|
16,416
|
|
|
$
|
28,392
|
|
|
$
|
23,900
|
|
|
$
|
48,363
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
488,530
|
|
|
$
|
54,662
|
|
|
$
|
37,781
|
|
|
$
|
68,734
|
|
|
$
|
327,353
|
|
(1)
|
Interest on our various outstanding debt instruments is included in the above table, except for our senior secured credit facility, which has a variable interest rate. At
December 30, 2016
, we had borrowings of
$291.6 million
under our senior secured credit facility. During the fiscal year ended
December 30, 2016
, the interest rate on our senior secured credit facility was
6.75%
and we incurred interest expense of
$8,351
. See Note 9 “Debt Obligations” to our consolidated financial statements for further information.
|
Index to the Consolidated Financial Statements
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
32,862
|
|
|
$
|
2,454
|
|
Accounts receivable, net of allowance of $6,848 in 2016 and $5,803 in 2015
|
128,030
|
|
|
124,139
|
|
||
Inventories, net
|
87,498
|
|
|
92,758
|
|
||
Prepaid expenses and other current assets
|
16,101
|
|
|
9,164
|
|
||
Total current assets
|
264,491
|
|
|
228,515
|
|
||
|
|
|
|
||||
Equipment and leasehold improvements, net
|
62,183
|
|
|
54,283
|
|
||
Software costs, net
|
5,927
|
|
|
4,511
|
|
||
Goodwill
|
163,784
|
|
|
155,816
|
|
||
Intangible assets, net
|
131,131
|
|
|
132,211
|
|
||
Other assets
|
6,022
|
|
|
4,467
|
|
||
Total assets
|
$
|
633,538
|
|
|
$
|
579,803
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
65,514
|
|
|
$
|
64,888
|
|
Accrued liabilities
|
17,546
|
|
|
24,258
|
|
||
Accrued compensation
|
9,519
|
|
|
7,732
|
|
||
Current portion of long-term debt
|
14,795
|
|
|
6,266
|
|
||
Total current liabilities
|
107,374
|
|
|
103,144
|
|
||
|
|
|
|
||||
Long-term debt, net of current portion
|
317,725
|
|
|
267,349
|
|
||
Deferred taxes, net
|
6,958
|
|
|
4,060
|
|
||
Other liabilities and deferred credits
|
7,721
|
|
|
17,286
|
|
||
Total liabilities
|
439,778
|
|
|
391,839
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 30, 2016 and December 25, 2015
|
—
|
|
|
—
|
|
||
Common Stock - $0.01 par value, 100,000,000 shares authorized, 26,280,469 and 26,290,675 shares issued and outstanding at December 30, 2016 and December 25, 2015, respectively
|
263
|
|
|
263
|
|
||
Additional paid in capital
|
127,180
|
|
|
125,170
|
|
||
Accumulated other comprehensive loss
|
(2,186
|
)
|
|
(2,949
|
)
|
||
Retained earnings
|
68,503
|
|
|
65,480
|
|
||
Total stockholders’ equity
|
193,760
|
|
|
187,964
|
|
||
Total liabilities and stockholders’ equity
|
$
|
633,538
|
|
|
$
|
579,803
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 30,
2016 |
|
December 25, 2015
|
|
December 26,
2014 |
||||||
Net sales
|
$
|
1,192,866
|
|
|
$
|
1,046,878
|
|
|
$
|
832,709
|
|
Cost of sales
|
891,649
|
|
|
778,167
|
|
|
627,551
|
|
|||
Gross profit
|
301,217
|
|
|
268,711
|
|
|
205,158
|
|
|||
Operating expenses
|
253,978
|
|
|
228,311
|
|
|
172,148
|
|
|||
Operating income
|
47,239
|
|
|
40,400
|
|
|
33,010
|
|
|||
Interest expense
|
41,632
|
|
|
12,984
|
|
|
8,167
|
|
|||
Gain on sale of assets
|
(69
|
)
|
|
(295
|
)
|
|
(5
|
)
|
|||
Income before income taxes
|
5,676
|
|
|
27,711
|
|
|
24,848
|
|
|||
Provision for income taxes
|
2,653
|
|
|
11,502
|
|
|
10,633
|
|
|||
Net income
|
$
|
3,023
|
|
|
$
|
16,209
|
|
|
$
|
14,215
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
763
|
|
|
(2,256
|
)
|
|
(479
|
)
|
|||
Comprehensive income
|
$
|
3,786
|
|
|
$
|
13,953
|
|
|
$
|
13,736
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||
Basic
|
25,919,480
|
|
|
25,532,172
|
|
|
24,638,135
|
|
|||
Diluted
|
26,029,609
|
|
|
26,508,994
|
|
|
24,844,565
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
|
|||||||||||
Balance December 27, 2013
|
25,032,216
|
|
|
$
|
250
|
|
|
$
|
96,973
|
|
|
$
|
(214
|
)
|
|
$
|
35,056
|
|
|
$
|
132,065
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,215
|
|
|
14,215
|
|
|||||
Stock compensation
|
21,008
|
|
|
—
|
|
|
1,374
|
|
|
—
|
|
|
—
|
|
|
1,374
|
|
|||||
Excess tax benefits on stock compensation
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
(479
|
)
|
|||||
Shares surrendered to pay withholding taxes
|
(21,957
|
)
|
|
—
|
|
|
(491
|
)
|
|
—
|
|
|
—
|
|
|
(491
|
)
|
|||||
Balance December 26, 2014
|
25,031,267
|
|
|
$
|
250
|
|
|
$
|
97,966
|
|
|
$
|
(693
|
)
|
|
$
|
49,271
|
|
|
$
|
146,794
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,209
|
|
|
16,209
|
|
|||||
Stock compensation
|
196,950
|
|
|
2
|
|
|
3,537
|
|
|
—
|
|
|
—
|
|
|
3,539
|
|
|||||
Shares issued for Del Monte acquisition
|
1,113,636
|
|
|
11
|
|
|
24,678
|
|
|
—
|
|
|
—
|
|
|
24,689
|
|
|||||
Excess tax benefits on stock compensation
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,256
|
)
|
|
—
|
|
|
(2,256
|
)
|
|||||
Shares surrendered to pay withholding taxes
|
(51,178
|
)
|
|
—
|
|
|
(1,092
|
)
|
|
—
|
|
|
—
|
|
|
(1,092
|
)
|
|||||
Balance December 25, 2015
|
26,290,675
|
|
|
$
|
263
|
|
|
$
|
125,170
|
|
|
$
|
(2,949
|
)
|
|
$
|
65,480
|
|
|
$
|
187,964
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,023
|
|
|
3,023
|
|
|||||
Stock compensation
|
25,895
|
|
|
—
|
|
|
2,579
|
|
|
—
|
|
|
—
|
|
|
2,579
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
763
|
|
|
—
|
|
|
763
|
|
|||||
Shares surrendered to pay withholding taxes
|
(36,101
|
)
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|||||
Balance December 30, 2016
|
26,280,469
|
|
|
$
|
263
|
|
|
$
|
127,180
|
|
|
$
|
(2,186
|
)
|
|
$
|
68,503
|
|
|
$
|
193,760
|
|
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
3,023
|
|
|
$
|
16,209
|
|
|
$
|
14,215
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
7,082
|
|
|
5,960
|
|
|
3,113
|
|
|||
Amortization of intangible assets
|
11,433
|
|
|
9,453
|
|
|
5,130
|
|
|||
Provision for allowance for doubtful accounts
|
3,224
|
|
|
2,909
|
|
|
1,195
|
|
|||
Deferred rent
|
1,568
|
|
|
850
|
|
|
(105
|
)
|
|||
Deferred taxes
|
2,991
|
|
|
(809
|
)
|
|
173
|
|
|||
Amortization of deferred financing fees
|
1,807
|
|
|
1,228
|
|
|
876
|
|
|||
Loss on debt extinguishment
|
22,310
|
|
|
—
|
|
|
—
|
|
|||
Stock compensation
|
2,579
|
|
|
3,539
|
|
|
1,374
|
|
|||
Change in fair value of earn-outs
|
(10,031
|
)
|
|
558
|
|
|
(1,581
|
)
|
|||
Gain on asset disposal
|
(69
|
)
|
|
(295
|
)
|
|
(5
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(2,503
|
)
|
|
(11,055
|
)
|
|
(21,332
|
)
|
|||
Inventories
|
7,038
|
|
|
(6,109
|
)
|
|
(10,809
|
)
|
|||
Prepaid expenses and other current assets
|
(7,168
|
)
|
|
1,314
|
|
|
6,074
|
|
|||
Accounts payable and accrued liabilities
|
(941
|
)
|
|
15,351
|
|
|
10,744
|
|
|||
Other liabilities
|
(2,314
|
)
|
|
(471
|
)
|
|
1,830
|
|
|||
Other assets
|
(1,115
|
)
|
|
(905
|
)
|
|
(1,095
|
)
|
|||
Net cash provided by operating activities
|
38,914
|
|
|
37,727
|
|
|
9,797
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(16,623
|
)
|
|
(21,656
|
)
|
|
(24,206
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
(19,742
|
)
|
|
(123,831
|
)
|
|
484
|
|
|||
Proceeds from asset disposals
|
550
|
|
|
16,187
|
|
|
49
|
|
|||
Net cash used in investing activities
|
(35,815
|
)
|
|
(129,300
|
)
|
|
(23,673
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Change in restricted cash
|
—
|
|
|
—
|
|
|
5,578
|
|
|||
Proceeds from senior secured notes
|
315,810
|
|
|
25,000
|
|
|
—
|
|
|||
Payment of debt and capital lease obligations
|
(158,880
|
)
|
|
(23,893
|
)
|
|
(7,054
|
)
|
|||
Payment for debt extinguishment
|
(21,219
|
)
|
|
|
|
|
|||||
Borrowing under revolving credit line
|
33,200
|
|
|
209,982
|
|
|
19,100
|
|
|||
Payments under revolving credit line
|
(126,582
|
)
|
|
(116,600
|
)
|
|
(19,100
|
)
|
|||
Payment of deferred financing fees
|
(7,782
|
)
|
|
(1,012
|
)
|
|
(841
|
)
|
|||
Cash paid for contingent earn-out obligation
|
(6,743
|
)
|
|
(1,420
|
)
|
|
—
|
|
|||
Surrender of shares to pay withholding taxes
|
(569
|
)
|
|
(1,092
|
)
|
|
(491
|
)
|
|||
Excess tax benefits on stock compensation
|
—
|
|
|
81
|
|
|
110
|
|
|||
Net cash provided by/(used in) financing activities
|
27,235
|
|
|
91,046
|
|
|
(2,698
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of foreign currency on cash and cash equivalents
|
74
|
|
|
(347
|
)
|
|
(112
|
)
|
|||
Net change in cash and cash equivalents
|
30,408
|
|
|
(874
|
)
|
|
(16,686
|
)
|
|||
Cash and cash equivalents at beginning of year
|
2,454
|
|
|
3,328
|
|
|
20,014
|
|
|||
Cash and cash equivalents at end of year
|
$
|
32,862
|
|
|
$
|
2,454
|
|
|
$
|
3,328
|
|
Fiscal Year Ended December 25, 2015
|
|
Net Sales
|
|
Cost of Sales
|
|
Gross Profit
|
|
Operating Expenses
|
||||||||
Previously Reported
|
|
$
|
1,058,996
|
|
|
$
|
789,462
|
|
|
$
|
269,534
|
|
|
$
|
229,134
|
|
Income statement reclassifications
|
|
12,118
|
|
|
11,295
|
|
|
823
|
|
|
823
|
|
||||
Current Presentation
|
|
$
|
1,046,878
|
|
|
$
|
778,167
|
|
|
$
|
268,711
|
|
|
$
|
228,311
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended December 26, 2014
|
|
Net Sales
|
|
Cost of Sales
|
|
Gross Profit
|
|
Operating Expenses
|
||||||||
Previously Reported
|
|
$
|
836,625
|
|
|
$
|
630,573
|
|
|
$
|
206,052
|
|
|
$
|
173,042
|
|
Income statement reclassifications
|
|
3,916
|
|
|
3,022
|
|
|
894
|
|
|
894
|
|
||||
Current Presentation
|
|
$
|
832,709
|
|
|
$
|
627,551
|
|
|
$
|
205,158
|
|
|
$
|
172,148
|
|
|
|
Other assets
|
|
Total current assets
|
|
Total assets
|
|
Long-term debt
|
|
Total liabilities
|
|
Total liabilities and stockholders' equity
|
||||||||||||
Previously Reported
|
|
$
|
5,626
|
|
|
$
|
233,771
|
|
|
$
|
586,218
|
|
|
$
|
268,508
|
|
|
$
|
398,254
|
|
|
$
|
586,218
|
|
Simplifying the Presentation of Debt Issuance Costs
|
|
(1,159
|
)
|
|
—
|
|
|
(1,159
|
)
|
|
(1,159
|
)
|
|
(1,159
|
)
|
|
(1,159
|
)
|
||||||
Balance Sheet Classification of Deferred Taxes
|
|
—
|
|
|
(5,256
|
)
|
|
(5,256
|
)
|
|
—
|
|
|
(5,256
|
)
|
|
(5,256
|
)
|
||||||
Current Presentation
|
|
$
|
4,467
|
|
|
$
|
228,515
|
|
|
$
|
579,803
|
|
|
$
|
267,349
|
|
|
$
|
391,839
|
|
|
$
|
579,803
|
|
a)
|
quoted prices for similar assets in active markets;
|
b)
|
quoted prices for identical or similar assets in inactive markets;
|
c)
|
inputs other than quoted prices that are observable for the asset; and
|
d)
|
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|||
Basic
|
25,919,480
|
|
|
25,532,172
|
|
|
24,638,135
|
|
|||
Diluted
|
26,029,609
|
|
|
26,508,994
|
|
|
24,844,565
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
3,023
|
|
|
$
|
16,209
|
|
|
$
|
14,215
|
|
Add effect of dilutive securities
|
|
|
|
|
|
|
|
|
|||
Interest on convertible notes, net of tax
|
—
|
|
|
403
|
|
|
—
|
|
|||
Adjusted net income
|
$
|
3,023
|
|
|
$
|
16,612
|
|
|
$
|
14,215
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average basic common shares outstanding
|
25,919,480
|
|
|
25,532,172
|
|
|
24,638,135
|
|
|||
Dilutive effect of unvested common shares
|
110,129
|
|
|
79,385
|
|
|
206,430
|
|
|||
Dilutive effect of convertible notes
|
—
|
|
|
897,437
|
|
|
—
|
|
|||
Weighted average diluted common shares outstanding
|
26,029,609
|
|
|
26,508,994
|
|
|
24,844,565
|
|
|
Euro
Gourmet |
|
Allen
Brothers |
|
Del Monte
|
|
MT Food
|
|
Total
|
||||||||||
Balance December 26, 2014
|
$
|
243
|
|
|
$
|
5,696
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,939
|
|
Opening liability
|
—
|
|
|
—
|
|
|
13,139
|
|
|
—
|
|
|
13,139
|
|
|||||
Payments
|
—
|
|
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|||||
Changes in fair value
|
(243
|
)
|
|
148
|
|
|
653
|
|
|
—
|
|
|
558
|
|
|||||
Balance December 25, 2015
|
—
|
|
|
4,344
|
|
|
13,792
|
|
|
—
|
|
|
18,136
|
|
|||||
Opening liability
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
|||||
Gain on settlement
|
—
|
|
|
(1,684
|
)
|
|
—
|
|
|
—
|
|
|
(1,684
|
)
|
|||||
Payments
|
—
|
|
|
(2,660
|
)
|
|
(4,083
|
)
|
|
—
|
|
|
(6,743
|
)
|
|||||
Changes in fair value
|
—
|
|
|
—
|
|
|
(8,347
|
)
|
|
—
|
|
|
(8,347
|
)
|
|||||
Balance December 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,362
|
|
|
$
|
500
|
|
|
1,862
|
|
|
December 30, 2016
|
|
December 25, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Convertible Secured Notes
|
$
|
36,750
|
|
|
$
|
35,557
|
|
|
$
|
36,750
|
|
|
$
|
34,300
|
|
|
|
Del Monte
|
|
MT Food
|
||||
Current assets (includes cash acquired)
|
|
$
|
31,509
|
|
|
$
|
6,449
|
|
Customer relationships
|
|
62,246
|
|
|
10,300
|
|
||
Trademarks
|
|
29,261
|
|
|
—
|
|
||
Goodwill
|
|
76,892
|
|
|
8,559
|
|
Fixed assets
|
|
5,652
|
|
|
261
|
|
||
Other assets
|
|
137
|
|
|
—
|
|
||
Deferred tax liability
|
|
(361
|
)
|
|
—
|
|
||
Earn-out liability
|
|
(13,139
|
)
|
|
(500
|
)
|
||
Convertible subordinated notes
|
|
(36,750
|
)
|
|
—
|
|
||
Issuance of common shares
|
|
(24,689
|
)
|
|
—
|
|
||
Current liabilities
|
|
(8,123
|
)
|
|
(3,569
|
)
|
||
Other long-term liabilities
|
|
—
|
|
|
(500
|
)
|
||
Cash purchase price
|
|
$
|
122,635
|
|
|
$
|
21,000
|
|
|
|
|
|
As of
|
||||||
|
|
Useful Lives
|
|
December 30, 2016
|
|
December 25, 2015
|
||||
Land
|
|
Indefinite
|
|
$
|
1,170
|
|
|
$
|
1,571
|
|
Buildings
|
|
20 years
|
|
1,292
|
|
|
2,740
|
|
||
Machinery and equipment
|
|
5-10 years
|
|
13,404
|
|
|
10,739
|
|
||
Computers, data processing and other equipment
|
|
3-7 years
|
|
9,367
|
|
|
7,598
|
|
||
Leasehold improvements
|
|
7-22 years
|
|
47,971
|
|
|
41,653
|
|
||
Furniture and fixtures
|
|
7 years
|
|
3,011
|
|
|
1,488
|
|
||
Vehicles
|
|
5-7 years
|
|
2,445
|
|
|
2,077
|
|
||
Other
|
|
7 years
|
|
95
|
|
|
95
|
|
||
Construction-in-process
|
|
|
|
11,359
|
|
|
8,884
|
|
||
|
|
|
|
90,114
|
|
|
76,845
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(27,931
|
)
|
|
(22,562
|
)
|
||
Equipment and leasehold improvements, net
|
|
|
|
$
|
62,183
|
|
|
$
|
54,283
|
|
Carrying amount as of December 26, 2014
|
$
|
78,508
|
|
Goodwill increases
|
77,448
|
|
|
Foreign currency translation
|
(140
|
)
|
|
Carrying amount as of December 25, 2015
|
155,816
|
|
|
Goodwill adjustments
|
(614
|
)
|
|
MT Food acquisition
|
8,559
|
|
|
Foreign currency translation
|
23
|
|
|
Carrying amount as of December 30, 2016
|
$
|
163,784
|
|
|
|
Weighted-Average
Remaining
Amortization Period
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Amount
|
||||||
December 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
|
151 months
|
|
$
|
104,381
|
|
|
$
|
(19,981
|
)
|
|
$
|
84,400
|
|
Non-compete agreements
|
|
14 months
|
|
7,166
|
|
|
(5,587
|
)
|
|
1,579
|
|
|||
Trademarks
|
|
231 months
|
|
52,574
|
|
|
(7,422
|
)
|
|
45,152
|
|
|||
Total
|
|
|
|
$
|
164,121
|
|
|
$
|
(32,990
|
)
|
|
$
|
131,131
|
|
|
|
|
|
|
|
|
|
|
||||||
December 25, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
|
158 months
|
|
$
|
94,097
|
|
|
$
|
(12,755
|
)
|
|
$
|
81,342
|
|
Non-compete agreements
|
|
26 months
|
|
7,166
|
|
|
(4,213
|
)
|
|
2,953
|
|
|||
Trademarks
|
|
243 months
|
|
52,549
|
|
|
(4,633
|
)
|
|
47,916
|
|
|||
Total
|
|
186 months
|
|
$
|
153,812
|
|
|
$
|
(21,601
|
)
|
|
$
|
132,211
|
|
|
|
|
|
|
|
|
|
|
2017
|
$
|
11,480
|
|
2018
|
10,304
|
|
|
2019
|
10,027
|
|
|
2020
|
9,754
|
|
|
2021
|
9,754
|
|
|
Thereafter
|
79,812
|
|
|
Total
|
$
|
131,131
|
|
|
|
December 30, 2016
|
|
December 25, 2015
|
||||
Senior secured term loan
|
|
$
|
291,613
|
|
|
$
|
—
|
|
Convertible notes
|
|
36,750
|
|
|
36,750
|
|
||
New Markets Tax Credit loan
|
|
11,000
|
|
|
11,000
|
|
||
Capital leases and financed software
|
|
2,136
|
|
|
3,961
|
|
||
Senior secured notes
|
|
—
|
|
|
125,000
|
|
||
Revolving credit facility
|
|
—
|
|
|
93,382
|
|
||
Term loan
|
|
—
|
|
|
4,681
|
|
||
Deferred finance fees and original issue discount
|
|
(8,979
|
)
|
|
(1,159
|
)
|
||
Total debt obligations
|
|
332,520
|
|
|
273,615
|
|
||
Less: current installments
|
|
(14,795
|
)
|
|
(6,266
|
)
|
||
Total debt obligations excluding current installments
|
|
$
|
317,725
|
|
|
$
|
267,349
|
|
2017
|
$
|
14,904
|
|
2018
|
3,796
|
|
|
2019
|
3,179
|
|
|
2020
|
3,179
|
|
|
2021
|
39,929
|
|
|
Thereafter
|
276,512
|
|
|
Total
|
$
|
341,499
|
|
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|||
Unvested at December 26, 2014
|
|
374,567
|
|
|
$
|
17.52
|
|
Granted
|
|
220,885
|
|
|
21.17
|
|
|
Vested
|
|
(152,913
|
)
|
|
20.04
|
|
|
Forfeited
|
|
(23,935
|
)
|
|
17.46
|
|
|
Unvested at December 25, 2015
|
|
418,604
|
|
|
$
|
18.54
|
|
Granted
|
|
214,274
|
|
|
17.75
|
|
|
Vested
|
|
(108,400
|
)
|
|
18.00
|
|
|
Forfeited
|
|
(190,425
|
)
|
|
16.82
|
|
|
Unvested at December 30, 2016
|
|
334,053
|
|
|
$
|
18.69
|
|
|
|
2016 Market Stock Options
|
|
Expected volatility of common stock (based on our historical stock price)
|
|
42.8
|
%
|
Risk-free interest rate (based on U.S. Treasury yields on the date of grant)
|
|
1.91
|
%
|
Expected term (median years until the simulated stock price exceeds target)
|
|
1.38
|
|
|
|
Related
Party Real
Estate
|
|
Third Party
Real Estate
|
|
Third Party
Vehicles
|
|
Third Party
Other
|
|
Total
|
||||||||||
2017
|
|
$
|
953
|
|
|
$
|
8,461
|
|
|
$
|
6,404
|
|
|
$
|
598
|
|
|
$
|
16,416
|
|
2018
|
|
972
|
|
|
7,232
|
|
|
6,073
|
|
|
514
|
|
|
14,791
|
|
|||||
2019
|
|
992
|
|
|
6,516
|
|
|
5,623
|
|
|
470
|
|
|
13,601
|
|
|||||
2020
|
|
1,012
|
|
|
6,857
|
|
|
4,792
|
|
|
241
|
|
|
12,902
|
|
|||||
2021
|
|
1,032
|
|
|
6,440
|
|
|
3,432
|
|
|
94
|
|
|
10,998
|
|
|||||
Thereafter
|
|
3,206
|
|
|
41,591
|
|
|
3,566
|
|
|
—
|
|
|
48,363
|
|
|||||
Total minimum lease payments
|
|
$
|
8,167
|
|
|
$
|
77,097
|
|
|
$
|
29,890
|
|
|
$
|
1,917
|
|
|
$
|
117,071
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(491
|
)
|
|
$
|
9,538
|
|
|
$
|
7,411
|
|
Foreign
|
|
—
|
|
|
—
|
|
|
114
|
|
|||
State
|
|
153
|
|
|
2,773
|
|
|
2,935
|
|
|||
Total current income tax expense (benefit)
|
|
(338
|
)
|
|
12,311
|
|
|
10,460
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
2,441
|
|
|
(725
|
)
|
|
92
|
|
|||
Foreign
|
|
49
|
|
|
19
|
|
|
30
|
|
|||
State
|
|
501
|
|
|
(103
|
)
|
|
51
|
|
|||
Total deferred income tax expense (benefit)
|
|
2,991
|
|
|
(809
|
)
|
|
173
|
|
|||
Total income tax expense
|
|
$
|
2,653
|
|
|
$
|
11,502
|
|
|
$
|
10,633
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Statutory U.S. Federal tax
|
|
$
|
1,987
|
|
|
$
|
9,700
|
|
|
$
|
8,697
|
|
Differences due to:
|
|
|
|
|
|
|
|
|
|
|||
Other permanent differences
|
|
423
|
|
|
369
|
|
|
266
|
|
|||
State and local taxes, net of federal benefit
|
|
470
|
|
|
1,728
|
|
|
1,499
|
|
|||
Foreign tax rate differential
|
|
(168
|
)
|
|
(63
|
)
|
|
74
|
|
|||
Change in prior year tax estimate
|
|
202
|
|
|
(109
|
)
|
|
227
|
|
|||
Other, net
|
|
(261
|
)
|
|
(123
|
)
|
|
(130
|
)
|
|||
|
|
$
|
2,653
|
|
|
$
|
11,502
|
|
|
$
|
10,633
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Receivables and inventory
|
|
$
|
5,230
|
|
|
$
|
4,685
|
|
Paid time off accrual
|
|
119
|
|
|
69
|
|
||
Self-insurance reserves
|
|
2,515
|
|
|
2,213
|
|
||
Cumulative foreign exchange difference
|
|
792
|
|
|
603
|
|
||
Foreign tax credit payable
|
|
221
|
|
|
199
|
|
||
Federal net loss carryforwards
|
|
1,728
|
|
|
113
|
|
||
State net loss carryforwards
|
|
602
|
|
|
196
|
|
||
Rent accrual
|
|
1,622
|
|
|
1,013
|
|
||
Stock compensation
|
|
1,122
|
|
|
638
|
|
||
Deferred acquisition costs
|
|
370
|
|
|
357
|
|
||
Other
|
|
379
|
|
|
86
|
|
||
Total deferred tax assets
|
|
14,700
|
|
|
10,172
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Property & equipment
|
|
(1,759
|
)
|
|
(1,138
|
)
|
||
Intangible assets
|
|
(12,962
|
)
|
|
(10,780
|
)
|
||
Contingent earn-out liabilities
|
|
(5,020
|
)
|
|
(863
|
)
|
||
Deduction of prepaid expenses
|
|
(1,882
|
)
|
|
(1,451
|
)
|
||
Other
|
|
(35
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
|
(21,658
|
)
|
|
(14,232
|
)
|
||
|
|
|
|
|
||||
Total net deferred tax liability
|
|
$
|
(6,958
|
)
|
|
$
|
(4,060
|
)
|
|
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
||||||
Cash paid for income taxes
|
|
$
|
6,368
|
|
|
$
|
11,047
|
|
|
$
|
10,652
|
|
Cash paid for interest, net of loss on debt extinguishment
|
|
$
|
17,790
|
|
|
$
|
11,462
|
|
|
$
|
8,161
|
|
Noncash investing activity:
|
|
|
|
|
|
|
|
|
|
|||
Software financing
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,869
|
|
Common stock issued for acquisitions
|
|
$
|
—
|
|
|
$
|
24,689
|
|
|
$
|
—
|
|
Convertible notes issued for acquisitions
|
|
$
|
—
|
|
|
$
|
36,750
|
|
|
$
|
—
|
|
Acquisition purchase price payable
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent earn-out liabilities for acquisitions
|
|
$
|
500
|
|
|
$
|
13,139
|
|
|
$
|
238
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Balance at beginning of period
|
|
$
|
5,803
|
|
|
$
|
4,675
|
|
|
$
|
3,642
|
|
Charged to costs and expenses
|
|
3,224
|
|
|
2,909
|
|
|
1,195
|
|
|||
Customer accounts written off, net of recoveries
|
|
(2,179
|
)
|
|
(1,781
|
)
|
|
(162
|
)
|
|||
Balance at end of period
|
|
$
|
6,848
|
|
|
$
|
5,803
|
|
|
$
|
4,675
|
|
|
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Balance at beginning of period
|
|
$
|
1,956
|
|
|
$
|
1,130
|
|
|
$
|
683
|
|
Charged to costs and expenses
|
|
3,043
|
|
|
3,288
|
|
|
3,422
|
|
|||
Inventory written off
|
|
(2,877
|
)
|
|
(2,462
|
)
|
|
(2,975
|
)
|
|||
Balance at end of period
|
|
$
|
2,122
|
|
|
$
|
1,956
|
|
|
$
|
1,130
|
|
|
|
March 25, 2016
|
|
June 24, 2016 (1)
|
|
Sept. 23, 2016 (2)
|
|
Dec. 30, 2016 (3)
|
||||||||
Net sales
|
|
$
|
260,836
|
|
|
$
|
291,209
|
|
|
$
|
297,917
|
|
|
$
|
342,904
|
|
Gross profit
|
|
65,958
|
|
|
71,803
|
|
|
74,392
|
|
|
89,064
|
|
||||
Operating profit
|
|
5,360
|
|
|
11,188
|
|
|
8,286
|
|
|
22,404
|
|
||||
Income before income taxes
|
|
1,701
|
|
|
(14,479
|
)
|
|
2,299
|
|
|
16,155
|
|
||||
Net income
|
|
993
|
|
|
(8,455
|
)
|
|
1,343
|
|
|
9,142
|
|
||||
Basic net income per share
|
|
0.04
|
|
|
(0.33
|
)
|
|
0.05
|
|
|
0.35
|
|
||||
Diluted net income per share
|
|
0.04
|
|
|
(0.33
|
)
|
|
0.05
|
|
|
0.34
|
|
|
|
March 27,
2015 |
|
June 26,
2015 (4) |
|
Sept. 25,
2015 |
|
Dec. 25,
2015 |
||||||||
Net sales
|
|
$
|
196,772
|
|
|
$
|
280,851
|
|
|
$
|
276,166
|
|
|
$
|
293,089
|
|
Gross profit
|
|
49,756
|
|
|
71,715
|
|
|
70,172
|
|
|
77,068
|
|
||||
Operating profit
|
|
3,140
|
|
|
9,334
|
|
|
12,853
|
|
|
15,073
|
|
||||
Income before income taxes
|
|
1,653
|
|
|
5,759
|
|
|
8,943
|
|
|
11,356
|
|
||||
Net income
|
|
967
|
|
|
3,363
|
|
|
5,224
|
|
|
6,655
|
|
||||
Basic net income per share
|
|
0.04
|
|
|
0.13
|
|
|
0.20
|
|
|
0.26
|
|
||||
Diluted net income per share
|
|
0.04
|
|
|
0.13
|
|
|
0.20
|
|
|
0.25
|
|
Item
9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in the
second column)
|
||||
Plans approved by stockholders
|
209,071
|
|
|
$
|
20.33
|
|
|
648,595
|
|
Plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
209,071
|
|
|
$
|
20.33
|
|
|
648,595
|
|
1.
|
Financial Statements – See Index to the Consolidated Financial Statements at Item 8 of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules - Supplemental schedules are not provided because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
|
3.
|
Exhibits – The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated as of April 27, 2012, among The Chefs’ Warehouse West Coast, LLC and Adelheid Putze and Rudolf Putze (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 30, 2012) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
|
|
|
|
2.2
|
|
Securities Purchase Agreement, dated as of August 10, 2012, among Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Mid-Atlantic, LLC, Michael’s Finer Meats, LLC and the other parties party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 13, 2012) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
|
|
|
|
2.3
|
|
Asset Purchase Agreement, dated as of December 31, 2012, among The Chefs’ Warehouse Midwest, LLC, QG Holding, Inc., Queensgate Food Group, LLC, Mullaghan Properties, LLC, SP Beverage Co., LLC and the other parties party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on January 2, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
|
|
|
|
2.4
|
|
Stock Purchase Agreement, dated as of May 1, 2013, among The Chefs’ Warehouse Pastry Division Canada ULC, the Shareholders set forth therein, and Fulcrum Capital Partners Inc., as the Shareholders’ Representative (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 1, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
|
|
|
|
2.5
|
|
Asset Purchase Agreement, dated as of December 11, 2013, by and among Allen Brothers 1893, LLC, Allen Brothers, Inc., The Great Steakhouse Steaks LLC, The Chefs’ Warehouse, Inc., and the other parties thereto (incorporated by reference to the Company’s Form 8-K filed on December 17, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.6
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|
Asset Purchase Agreement, dated as of January 11, 2015, by and among The Chefs’ Warehouse, Inc., a Delaware corporation, Del Monte Capitol Meat Company, LLC, a Delaware limited liability company, T.J. Foodservice Co., Inc., a California corporation, TJ Seafood, LLC, a California limited liability company, John DeBenedetti, Victoria DeBenedetti, Theresa Lincoln, and John DeBenedetti, as the Sellers’ Representative (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 15, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.7
|
|
Merger Agreement, dated as of January 11, 2015, by and among The Chefs’ Warehouse, Inc., a Delaware corporation, Del Monte Merger Sub, LLC, a Delaware limited liability company, Del Monte Capitol Meat Co., Inc., a California corporation, David DeBenedetti, Victoria DeBenedetti, DeBenedetti/Del Monte Trust, and John DeBenedetti, as the Sellers’ Representative (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 15, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.8
|
|
Earn-Out Agreement, dated April 6, 2015 by and among The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, T.J. Foodservice Co., Inc., TJ Seafood, LLC, and John DeBenedetti, as the Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Company's 8-K filed on April 9, 2015)(Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.9
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|
Indemnification Agreement, dated April 6, 2015, by and among Del Monte Merger Sub, LLC, The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, DeBenedetti/Del Monte Trust, Victoria DeBenedetti, David DeBenedetti, Del Monte Capitol Meat Co., Inc., T.J. Foodservice Co., Inc., TJ Seafood, LLC, John DeBenedetti, Theresa Lincoln and John DeBenedetti, as the Selling Parties' Representative (incorporated by reference to Exhibit 2.2 to the Company's 8-K filed on April 9, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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3.1
|
|
Certificate of Incorporation of the Company, dated as of July 27, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 2, 2011).
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3.2
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|
Bylaws of the Company, dated as of July 27, 2011 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2011).
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4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s S-1/A filed on July 1, 2011).
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10.1
|
|
Agreement of Lease, dated as of April 26, 2012, between the City of New York, as Landlord, and Dairyland HP LLC, as Tenant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 30, 2012).
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10.2
|
|
Amendment to Agreement of Lease, dated as of April 26, 2012, between the City of New York, as Landlord, and Dairyland HP LLC, as Tenant, dated February 27, 2013 (incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K filed on March 13, 2013).
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10.3
|
|
Mortgage Note, dated as of April 26, 2012, between Dairyland HP LLC, as Maker, and Commercial Lending II LLC, as Payee (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 30, 2012).
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10.4
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|
Leasehold Mortgage and Security Agreement and Assignment of Leases and Rents, dated as of April 26, 2012, between Dairyland HP LLC, as Mortgagor, and Commercial Lending II LLC, as Mortgagee (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on April 30, 2012).
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10.5
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|
Joint and Several Guaranty of Payment, dated as of April 26, 2012, among The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, 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 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on April 30, 2012).
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10.6
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|
Lease between The Chefs’ Warehouse Leasing Co., LLC and Dairyland USA Corporation, dated as of December 29, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on June 8, 2011).
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10.7
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|
First Amendment of Lease dated as of January 1, 2015 between Dairyland USA Corporation and TCW Leasing Co., LLC, f/k/a The Chefs' Warehouse Leasing Co., LLC (incorporated by reference to Exhibit 10.12 to the Company's Form 10-Q filed on August 5, 2015).
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10.8
|
|
Lease Agreement, dated as of June 30, 2015, between CW LV Real Estate, LLC, The Chefs' Warehouse, Inc., Chefs' Warehouse Parent, LLC and The Chefs' Warehouse West Coast, LLC, jointly and severally as the Tenant, and CW Nevada Landlord, LLC, as the Landlord (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on July 7, 2015).
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10.9*
|
|
Employment Agreement between Christopher Pappas and The Chefs’ Warehouse, Inc., together with its subsidiaries, dated as of August 2, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2011).
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10.10*
|
|
Amended and Restated Employment Agreement between John Pappas and The Chefs’ Warehouse, Inc., together with its subsidiaries, dated as of January 12, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 19, 2012).
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10.11*
|
|
Offer letter between The Chefs’ Warehouse, Inc. and John D. Austin, dated May 29, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 30, 2012).
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10.12*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Frank O’Dowd, dated as of January 28, 2007 (incorporated by reference to Exhibit 10.11 to the Company’s Form S-1/A filed on June 8, 2011).
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10.13*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Patricia Lecouras, dated as of January 31, 2007 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on March 13, 2013).
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10.14*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Alexandros Aldous, dated as of February 18, 2011 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K filed on March 13, 2013).
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10.15*
|
|
Severance Agreement, made as of August 1, 2014, by and between The Chefs’ Warehouse, Inc. and Alexandros Aldous (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 6, 2014).
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10.16
|
|
Employment Agreement Pursuant to Purchase Agreements, dated as of April 6, 2015, by and between Del Monte Capitol Meat Company, LLC, The Chefs' Warehouse, Inc. and John DeBenedetti (incorporated by reference to Exhibit 10.11 to the Company's Form 10-Q filed on August 5, 2015).
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10.17*
|
|
The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1/A filed on July 1, 2011).
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|
10.18*
|
|
The Chefs’ Warehouse, Inc. 2013 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2013).
|
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|
10.19*
|
|
The Chefs’ Warehouse, Inc. 2014 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 12, 2014).
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|
10.20*
|
|
The Chefs’ Warehouse, Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2014).
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|
10.21†
|
|
Form of Non-Qualified Stock Option Agreement (Officers and Employees).
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|
10.22*
|
|
Form of Non-Qualified Stock Option Agreement (Directors) (incorporated by reference to Exhibit 10.15 to the Company’s Form S-1/A filed on July 1, 2011).
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|
10.23*
|
|
Form of Restricted Share Unit Award Agreement (Directors) (incorporated by reference to Exhibit 10.16 to the Company’s Form S-1/A filed on July 1, 2011).
|
|
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|
10.24(a)*
|
|
Form of Restricted Share Award Agreement (Officers and Employees) (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1/A filed on July 1, 2011).
|
|
|
|
10.24(b)†
|
|
Form of Restricted Share Award Agreement (Officers and Employees), for awards granted starting March 6, 2017.
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|
10.25†
|
|
Form of Restricted Share Award Agreement (Directors).
|
|
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|
10.26*
|
|
Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1/A filed on July 1, 2011).
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|
|
|
10.27(a)*
|
|
Form of Performance Restricted Share Award Agreement (Officers and Employees) (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 19, 2012).
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|
|
10.27(b)†
|
|
Form of Performance Restricted Share Award Agreement (Officers and Employees), for awards granted starting March 6, 2017
|
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|
10.28
|
|
Form of Restricted Share Award Agreement for a Transaction Bonus Award Grant (incorporated by reference to Exhibit 10.6 to the Company's Form 8-K filed on April 9, 2015).
|
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|
|
10.29
|
|
Form of LTIP award agreement (incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed on May 6, 2015).
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|
10.30+
|
|
Amendment and Restatement Agreement, dated as of April 17, 2013, 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 financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 7, 2013).
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10.31
|
|
Amendment No. 1, dated as of July 23, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 28, 2014).
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|
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|
10.32
|
|
Amendment No. 2, dated as of November 4, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 5, 2014).
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|
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|
10.33
|
|
Amendment No. 3, dated as of December 3, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2014).
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|
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|
10.34
|
|
Amendment No. 4, dated as of January 9, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 15, 2015).
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|
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|
10.35
|
|
Amendment No. 5, dated as of April 6, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
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|
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|
10.36
|
|
Amendment No. 6, dated as of July 1, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 7, 2015).
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|
|
|
10.37
|
|
Amendment No. 7, dated as of August 26, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015).
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|
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|
10.38†
|
|
Amendment No. 8, dated as of December 18, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.
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|
|
|
10.39†
|
|
Amendment No. 9, dated as of February 26, 2016, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.
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|
|
|
10.40+
|
|
Amended and Restated Pledge and Security Agreement, dated April 17, 2013, by and among 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., Chefs’ Warehouse Parent, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, and the other Subsidiaries of The Chefs’ Warehouse, Inc. that become party thereto after the date thereof, as Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed May 7, 2013).
|
|
|
|
10.41+
|
|
Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed May 7, 2013).
|
|
|
|
10.42
|
|
Amendment No. 1, dated as of July 23, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on July 28, 2014).
|
|
|
|
10.43
|
|
Amendment No. 2, dated as of November 4, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed November 5, 2014).
|
|
|
|
10.44
|
|
Amendment No. 3, dated as of December 3, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 9, 2014).
|
|
|
|
10.45
|
|
Amendment No. 4, dated as of January 9, 2015, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 15, 2015).
|
|
|
|
10.46
|
|
Supplemental Note Purchase and Guarantee Agreement and Amendment Agreement dated as of April 6, 2015, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
|
|
10.47
|
|
Amendment No. 6, dated as of July 1, 2015, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 7, 2015).
|
|
|
|
10.48†
|
|
Amendment No. 7, dated as of December 18, 2015, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company.
|
|
|
|
10.49†
|
|
Amendment No. 8, dated as of February 26, 2016, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company.
|
|
|
|
10.50
|
|
Form of Note (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed May 7, 2013).
|
|
|
|
10.51
|
|
Building Loan Agreement, dated as of April 26, 2012, between Commercial Lending II LLC, as Lender, and Dairyland HP LLC, as Borrower (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K/A filed on May 1, 2012).
|
|
|
|
10.52+
|
|
Loan Agreement, dated as of April 26, 2012, among Dairyland HP LLC, as Borrower, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, 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 Guarantors, and Commercial Lending II LLC, as Lender (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on April 30, 2012).
|
|
|
|
10.53
|
|
Form of Series B Note (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
|
|
10.54
|
|
Convertible Subordinated Non-Negotiable Promissory Note, dated April 6, 2015, issued by Del Monte Capitol Meat Company, LLC to TJ Seafood, LLC. (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
|
|
10.55
|
|
Convertible Subordinated Non-Negotiable Promissory Note, dated April 6, 2015, issued by Del Monte Capitol Meat Company, LLC to T.J. Foodservice Co., Inc. (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
|
|
10.56*
|
|
Form of Indemnification Agreement by and between The Chefs’ Warehouse, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.24 to the Company’s Form S-1/A filed on July 14, 2011).
|
|
|
|
14.1
|
|
The Chefs’ Warehouse, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-Q filed on August 6, 2013).
|
|
|
|
21†
|
|
Subsidiaries of the Company.
|
|
|
|
23.1†
|
|
Consent of the Independent Registered Public Accounting Firm.
|
|
|
|
31.1†
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2†
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1†
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2†
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS†
|
|
XBRL Instance Document
|
101.SCH†
|
|
XBRL Schema Document
|
101.CAL†
|
|
XBRL Calculation Linkbase Document
|
101.DEF†
|
|
XBRL Definition Linkbase Document
|
101.LAB†
|
|
XBRL Label Linkbase Document
|
101.PRE†
|
|
XBRL Presentation Linkbase Document
|
|
*
|
Management Contract or Compensatory Plan or Arrangement
|
|
†
|
Filed herewith
|
|
+
|
Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange Commission accompanied by a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Item 16.
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FORM 10-K SUMMARY
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THE CHEFS’ WAREHOUSE, INC.
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March 10, 2017
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/s/ Christopher Pappas
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Christopher Pappas
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Chairman, President and Chief
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Executive Officer
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Signature
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Capacity
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Date
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|||
/s/ Christopher Pappas
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Chairman, President and
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March 10, 2017
|
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Christopher Pappas
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Chief Executive Officer
(Principal Executive Officer)
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/s/ John D. Austin
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Chief Financial Officer
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March 10, 2017
|
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John D. Austin
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(Principal Accounting and
Financial Officer)
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/s/ John Pappas
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Director and Vice Chairman
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March 10, 2017
|
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John Pappas
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/s/ Alan Guarino
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Director
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March 10, 2017
|
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Alan Guarino
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/s/ John A. Couri
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Director
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March 10, 2017
|
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John A. Couri
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/s/ Dominick C. Cerbone
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Director
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March 10, 2017
|
|||
Dominick C. Cerbone
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/s/ Joseph Cugine
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Director
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March 10, 2017
|
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Joseph Cugine
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|||
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/s/ Stephen Hanson
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Director
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March 10, 2017
|
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Stephen Hanson
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/s/ John DeBenedetti
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Director
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March 10, 2017
|
|||
John DeBenedetti
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|||
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|||
/s/ Katherine Oliver
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Director
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March 10, 2017
|
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Katherine Oliver
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|||
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/s/ Steven F. Goldstone
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Director
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March 10, 2017
|
|||
Steven F. Goldstone
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Exhibit
No.
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Description
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2.1
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Stock Purchase Agreement, dated as of April 27, 2012, among The Chefs’ Warehouse West Coast, LLC and Adelheid Putze and Rudolf Putze (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 30, 2012) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.2
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Securities Purchase Agreement, dated as of August 10, 2012, among Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Mid-Atlantic, LLC, Michael’s Finer Meats, LLC and the other parties party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 13, 2012) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.3
|
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Asset Purchase Agreement, dated as of December 31, 2012, among The Chefs’ Warehouse Midwest, LLC, QG Holding, Inc., Queensgate Food Group, LLC, Mullaghan Properties, LLC, SP Beverage Co., LLC and the other parties party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on January 2, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
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2.4
|
|
Stock Purchase Agreement, dated as of May 1, 2013, among The Chefs’ Warehouse Pastry Division Canada ULC, the Shareholders set forth therein, and Fulcrum Capital Partners Inc., as the Shareholders’ Representative (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 1, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
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2.5
|
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Asset Purchase Agreement, dated as of December 11, 2013, by and among Allen Brothers 1893, LLC, Allen Brothers, Inc., The Great Steakhouse Steaks LLC, The Chefs’ Warehouse, Inc., and the other parties thereto (incorporated by reference to the Company’s Form 8-K filed on December 17, 2013) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
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2.6
|
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Asset Purchase Agreement, dated as of January 11, 2015, by and among The Chefs’ Warehouse, Inc., a Delaware corporation, Del Monte Capitol Meat Company, LLC, a Delaware limited liability company, T.J. Foodservice Co., Inc., a California corporation, TJ Seafood, LLC, a California limited liability company, John DeBenedetti, Victoria DeBenedetti, Theresa Lincoln, and John DeBenedetti, as the Sellers’ Representative (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 15, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
|
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2.7
|
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Merger Agreement, dated as of January 11, 2015, by and among The Chefs’ Warehouse, Inc., a Delaware corporation, Del Monte Merger Sub, LLC, a Delaware limited liability company, Del Monte Capitol Meat Co., Inc., a California corporation, David DeBenedetti, Victoria DeBenedetti, DeBenedetti/Del Monte Trust, and John DeBenedetti, as the Sellers’ Representative (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 15, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
|
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2.8
|
|
Earn-Out Agreement, dated April 6, 2015 by and among The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, T.J. Foodservice Co., Inc., TJ Seafood, LLC, and John DeBenedetti, as the Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Company's 8-K filed on April 9, 2015)(Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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2.9
|
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Indemnification Agreement, dated April 6, 2015, by and among Del Monte Merger Sub, LLC, The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, DeBenedetti/Del Monte Trust, Victoria DeBenedetti, David DeBenedetti, Del Monte Capitol Meat Co., Inc., T.J. Foodservice Co., Inc., TJ Seafood, LLC, John DeBenedetti, Theresa Lincoln and John DeBenedetti, as the Selling Parties' Representative (incorporated by reference to Exhibit 2.2 to the Company's 8-K filed on April 9, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
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|
|
|
3.1
|
|
Certificate of Incorporation of the Company, dated as of July 27, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 2, 2011).
|
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3.2
|
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Bylaws of the Company, dated as of July 27, 2011 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2011).
|
|
|
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4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s S-1/A filed on July 1, 2011).
|
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10.1
|
|
Agreement of Lease, dated as of April 26, 2012, between the City of New York, as Landlord, and Dairyland HP LLC, as Tenant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 30, 2012).
|
|
|
|
10.2
|
|
Amendment to Agreement of Lease, dated as of April 26, 2012, between the City of New York, as Landlord, and Dairyland HP LLC, as Tenant, dated February 27, 2013 (incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K filed on March 13, 2013).
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|
|
|
10.3
|
|
Mortgage Note, dated as of April 26, 2012, between Dairyland HP LLC, as Maker, and Commercial Lending II LLC, as Payee (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 30, 2012).
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|
|
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10.4
|
|
Leasehold Mortgage and Security Agreement and Assignment of Leases and Rents, dated as of April 26, 2012, between Dairyland HP LLC, as Mortgagor, and Commercial Lending II LLC, as Mortgagee (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on April 30, 2012).
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|
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10.5
|
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Joint and Several Guaranty of Payment, dated as of April 26, 2012, among The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, 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 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on April 30, 2012).
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|
|
|
10.6
|
|
Lease between The Chefs’ Warehouse Leasing Co., LLC and Dairyland USA Corporation, dated as of December 29, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on June 8, 2011).
|
|
|
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10.7
|
|
First Amendment of Lease dated as of January 1, 2015 between Dairyland USA Corporation and TCW Leasing Co., LLC, f/k/a The Chefs' Warehouse Leasing Co., LLC (incorporated by reference to Exhibit 10.12 to the Company's Form 10-Q filed on August 5, 2015).
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|
|
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10.8
|
|
Lease Agreement, dated as of June 30, 2015, between CW LV Real Estate, LLC, The Chefs' Warehouse, Inc., Chefs' Warehouse Parent, LLC and The Chefs' Warehouse West Coast, LLC, jointly and severally as the Tenant, and CW Nevada Landlord, LLC, as the Landlord (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on July 7, 2015).
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|
|
|
10.9*
|
|
Employment Agreement between Christopher Pappas and The Chefs’ Warehouse, Inc., together with its subsidiaries, dated as of August 2, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2011).
|
|
|
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10.10*
|
|
Amended and Restated Employment Agreement between John Pappas and The Chefs’ Warehouse, Inc., together with its subsidiaries, dated as of January 12, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 19, 2012).
|
|
|
|
10.11*
|
|
Offer letter between The Chefs’ Warehouse, Inc. and John D. Austin, dated May 29, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 30, 2012).
|
|
|
|
10.12*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Frank O’Dowd, dated as of January 28, 2007 (incorporated by reference to Exhibit 10.11 to the Company’s Form S-1/A filed on June 8, 2011).
|
|
|
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10.13*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Patricia Lecouras, dated as of January 31, 2007 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on March 13, 2013).
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|
|
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10.14*
|
|
Offer letter between Chefs’ Warehouse Holdings, LLC and Alexandros Aldous, dated as of February 18, 2011 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K filed on March 13, 2013).
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|
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10.15*
|
|
Severance Agreement, made as of August 1, 2014, by and between The Chefs’ Warehouse, Inc. and Alexandros Aldous (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 6, 2014).
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10.16
|
|
Employment Agreement Pursuant to Purchase Agreements, dated as of April 6, 2015, by and between Del Monte Capitol Meat Company, LLC, The Chefs' Warehouse, Inc. and John DeBenedetti (incorporated by reference to Exhibit 10.11 to the Company's Form 10-Q filed on August 5, 2015).
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10.17*
|
|
The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1/A filed on July 1, 2011).
|
|
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10.18*
|
|
The Chefs’ Warehouse, Inc. 2013 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2013).
|
|
|
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10.19*
|
|
The Chefs’ Warehouse, Inc. 2014 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 12, 2014).
|
|
|
|
10.20*
|
|
The Chefs’ Warehouse, Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2014).
|
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10.21†
|
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|
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10.22*
|
|
Form of Non-Qualified Stock Option Agreement (Directors) (incorporated by reference to Exhibit 10.15 to the Company’s Form S-1/A filed on July 1, 2011).
|
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10.23*
|
|
Form of Restricted Share Unit Award Agreement (Directors) (incorporated by reference to Exhibit 10.16 to the Company’s Form S-1/A filed on July 1, 2011).
|
|
|
|
10.24(a)*
|
|
Form of Restricted Share Award Agreement (Officers and Employees) (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1/A filed on July 1, 2011).
|
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10.24(b)†
|
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10.25†
|
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Form of Restricted Share Award Agreement (Directors).
|
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|
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10.26*
|
|
Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1/A filed on July 1, 2011).
|
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10.27(a)*
|
|
Form of Performance Restricted Share Award Agreement (Officers and Employees) (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 19, 2012).
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10.27(b)†
|
|
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10.28
|
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Form of Restricted Share Award Agreement for a Transaction Bonus Award Grant (incorporated by reference to Exhibit 10.6 to the Company's Form 8-K filed on April 9, 2015).
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10.29
|
|
Form of LTIP award agreement (incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed on May 6, 2015).
|
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10.30+
|
|
Amendment and Restatement Agreement, dated as of April 17, 2013, 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 financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 7, 2013).
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10.31
|
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Amendment No. 1, dated as of July 23, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 28, 2014).
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10.32
|
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Amendment No. 2, dated as of November 4, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 5, 2014).
|
|
|
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10.33
|
|
Amendment No. 3, dated as of December 3, 2014, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2014).
|
|
|
|
10.34
|
|
Amendment No. 4, dated as of January 9, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 15, 2015).
|
|
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10.35
|
|
Amendment No. 5, dated as of April 6, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
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|
10.36
|
|
Amendment No. 6, dated as of July 1, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 7, 2015).
|
|
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|
10.37
|
|
Amendment No. 7, dated as of August 26, 2015, to the Amended and Restated Credit Agreement dated as of April 17, 2013, by and 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 thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015).
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10.38†
|
|
|
|
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10.39†
|
|
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10.40+
|
|
Amended and Restated Pledge and Security Agreement, dated April 17, 2013, by and among 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., Chefs’ Warehouse Parent, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, and the other Subsidiaries of The Chefs’ Warehouse, Inc. that become party thereto after the date thereof, as Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed May 7, 2013).
|
|
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10.41+
|
|
Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed May 7, 2013).
|
|
|
|
10.42
|
|
Amendment No. 1, dated as of July 23, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on July 28, 2014).
|
|
|
|
10.43
|
|
Amendment No. 2, dated as of November 4, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed November 5, 2014).
|
|
|
|
10.44
|
|
Amendment No. 3, dated as of December 3, 2014, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 9, 2014).
|
|
|
|
10.45
|
|
Amendment No. 4, dated as of January 9, 2015, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, and Michael’s Finer Meats, LLC, as the Initial Guarantors, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 15, 2015).
|
|
|
|
10.46
|
|
Supplemental Note Purchase and Guarantee Agreement and Amendment Agreement dated as of April 6, 2015, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
|
|
|
|
10.47
|
|
Amendment No. 6, dated as of July 1, 2015, to the Note Purchase and Guarantee Agreement, dated as of April 17, 2013, by and 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 Issuers, the Guarantors party thereto, The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company, and Prudential Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 7, 2015).
|
|
|
|
10.48†
|
|
|
|
|
|
10.49†
|
|
|
|
|
|
10.50
|
|
Form of Note (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed May 7, 2013).
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10.51
|
|
Building Loan Agreement, dated as of April 26, 2012, between Commercial Lending II LLC, as Lender, and Dairyland HP LLC, as Borrower (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K/A filed on May 1, 2012).
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10.52+
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|
Loan Agreement, dated as of April 26, 2012, among Dairyland HP LLC, as Borrower, The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, 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 Guarantors, and Commercial Lending II LLC, as Lender (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on April 30, 2012).
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10.53
|
|
Form of Series B Note (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
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10.54
|
|
Convertible Subordinated Non-Negotiable Promissory Note, dated April 6, 2015, issued by Del Monte Capitol Meat Company, LLC to TJ Seafood, LLC. (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
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10.55
|
|
Convertible Subordinated Non-Negotiable Promissory Note, dated April 6, 2015, issued by Del Monte Capitol Meat Company, LLC to T.J. Foodservice Co., Inc. (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 9, 2015).
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10.56*
|
|
Form of Indemnification Agreement by and between The Chefs’ Warehouse, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.24 to the Company’s Form S-1/A filed on July 14, 2011).
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14.1
|
|
The Chefs’ Warehouse, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-Q filed on August 6, 2013).
|
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23.1†
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21†
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31.1†
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31.2†
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|
32.1†
|
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|
32.2†
|
|
|
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|
|
101.INS†
|
|
XBRL Instance Document
|
101.SCH†
|
|
XBRL Schema Document
|
101.CAL†
|
|
XBRL Calculation Linkbase Document
|
101.DEF†
|
|
XBRL Definition Linkbase Document
|
101.LAB†
|
|
XBRL Label Linkbase Document
|
101.PRE†
|
|
XBRL Presentation Linkbase Document
|
|
*
|
Management Contract or Compensatory Plan or Arrangement
|
|
†
|
Filed herewith
|
|
+
|
Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange Commission accompanied by a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
(a) Except as otherwise provided herein, this Option shall become vested and exercisable only if both (i) the Optionee has remained continuously employed by the Company through the third anniversary of the Grant Date (the “
Service-Vesting Condition
”), and (ii) a Trading Price (as defined below) of $30 has been achieved or, in the event of a Change in Control, the consideration per Share paid or delivered in connection with the Change in Control is at least $30 (the “
Market-Vesting Condition
”). For purposes of this Agreement, “
Trading Price
” means the volume-weighted average closing price of a Share, as reported on the NASDAQ composite transaction reporting system, for a twenty (20) consecutive trading day period. For the avoidance of doubt, it is noted that, except as otherwise provided herein, the Option may not be exercised prior to the third anniversary of the Grant Date, whether or not the Market-Vesting Condition is satisfied prior to such anniversary date.
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|
To the Company:
|
|
The Chefs’ Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 Attn: Corporate Secretary |
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|
|
To the Optionee:
|
|
The address then maintained with respect to the Optionee in the Company’s records.
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THE CHEFS’ WAREHOUSE, INC.
|
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||
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By:
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OPTIONEE:
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||
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||
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Signature
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|
To the Company:
|
The Chefs’ Warehouse, Inc.
|
|
100 East Ridge Road
|
|
Ridgefield, CT 06877
|
|
Attn: Corporate Secretary
|
|
|
To the Grantee:
|
The address then maintained with respect to the Grantee in the Company’s records.
|
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|
By:
|
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|
|
|
GRANTEE:
|
|
|
|
|
DAIRYLAND USA CORPORATION
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MID-ATLANTIC,LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
BEL CANTO FOODS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as the Swingline Lender, as the Issuing Bank, as Administrative Agent and as Collateral Agent
|
By:
|
/s/ Diane Bredehoft
|
Name:
|
Diane Bredehoft
|
Title:
|
Authorized Officer
|
GE CAPITAL BANK, formerly known as GE Capital FINANCIAL INC., as a lender
|
|
|
|
By:
|
/s/ Heather Leigh Glade
|
Name:
|
Heather Leigh Glade
|
Title:
|
Duly Authorized Signatory
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender
|
|
|
|
By:
|
/s/ Thomas Pizzo
|
Name:
|
Thomas Pizzo
|
Title:
|
Senior Vice President
|
BMO HARRIS FINANCING, INC., as a lender
|
|
|
|
By:
|
/s/ Paul Harris
|
Name:
|
Paul Harris
|
Title:
|
MD
|
BRANCH BANKING AND TRUST COMPANY, as a lender
|
|
|
|
By:
|
/s/ Kenneth M. Blackwell
|
Name:
|
Kenneth M. Blackwell
|
Title:
|
Senior Vice President
|
DAIRYLAND USA CORPORATION
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MID-ATLANTIC, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
BEL CANTO FOODS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CHEFS' WAREHOUSE PARENT, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MIDWEST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZ ACQUISITION (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Florida corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Washington corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS (AMBASSADOR), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CW LV REAL ESTATE LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
ALLEN BROTHERS 1893, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE GREAT STEAKHOUSE STEAKS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DAIRYLAND USA CORPORATION
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MID-ATLANTIC,LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
BEL CANTO FOODS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as the Swingline Lender, as the Issuing Bank, as Administrative Agent and as Collateral Agent
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ Joseph A. Lisack
|
Name:
|
Joseph A. Lisack
|
Title:
|
Authorized Officer
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
|
|
|
|
By:
|
/s/ Thomas Pizzo
|
Name:
|
Thomas Pizzo
|
Title:
|
Senior Vice President
|
BMO HARRIS FINANCING, INC., as a Lender
|
|
|
|
By:
|
/s/ Joan Spiotto Murphy
|
Name:
|
Joan Spiotto Murphy
|
Title:
|
Director
|
BRANCH BANKING AND TRUST COMPANY, as a Lender
|
|
|
|
By:
|
/s/ Kenneth M. Blackwell
|
Name:
|
Kenneth M. Blackwell
|
Title:
|
Senior Vice President
|
DAIRYLAND USA CORPORATION
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MID-ATLANTIC, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
BEL CANTO FOODS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CHEFS' WAREHOUSE PARENT, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MIDWEST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZ ACQUISITION (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Florida corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Washington corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS (AMBASSADOR), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CW LV REAL ESTATE LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
ALLEN BROTHERS 1893, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE GREAT STEAKHOUSE STEAKS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
ISSUERS:
|
|
|
|
DAIRYLAND USA CORPORATION
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MID-ATLANTIC,LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
BEL CANTO FOODS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
GUARANTORS:
|
|
|
|
THE CHEFS' WAREHOUSE, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CHEFS' WAREHOUSE PARENT, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
MICHAEL'S FINER MEATS HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE MIDWEST, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZ ACQUISITION (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Florida corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS, INC., a Washington corporation
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
QZINA SPECIALTY FOODS (AMBASSADOR), INC.
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
CW LV REAL ESTATE LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
ALLEN BROTHERS 1893, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
THE GREAT STEAKHOUSE STEAKS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
DEL MONTE CAPITOL MEAT COMPANY, LLC
|
|
|
|
By:
|
/s/ John D. Austin
|
Name:
|
John D. Austin
|
Title:
|
CFO
|
NOTEHOLDERS:
|
|
|
|
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
|
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By:
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/s/ Tannis Fussell
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Name:
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Tannis Fussell
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Title:
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Vice President
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PRUCO LIFE INSURNACE COMPANY
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By:
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/s/ Tannis Fussell
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Name:
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Tannis Fussell
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Title:
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Assistant Vice President
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PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY
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By:
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Prudential Investment Management, Inc.
as investment manager
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By:
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/s/ Tannis Fussell
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Name:
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Tannis Fussell
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Title:
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Vice President
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PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
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By:
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Prudential Investment Management, Inc.,
as investment manager
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By:
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/s/ Tannis Fussell
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Name:
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Tannis Fussell
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Title:
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Vice President
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ISSUERS:
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DAIRYLAND USA CORPORATION
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE CHEFS' WAREHOUSE MID-ATLANTIC,LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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BEL CANTO FOODS, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE CHEFS' WAREHOUSE WEST COAST, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE CHEFS' WAREHOUSE OF FLORIDA, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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GUARANTORS:
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THE CHEFS' WAREHOUSE, INC.
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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CHEFS' WAREHOUSE PARENT, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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MICHAEL'S FINER MEATS, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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MICHAEL'S FINER MEATS HOLDINGS, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE CHEFS' WAREHOUSE MIDWEST, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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QZ ACQUISITION (USA), INC.
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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QZINA SPECIALTY FOODS, INC., a Florida corporation
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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QZINA SPECIALTY FOODS, INC., a Washington corporation
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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QZINA SPECIALTY FOODS (AMBASSADOR), INC.
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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CW LV REAL ESTATE LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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ALLEN BROTHERS 1893, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE GREAT STEAKHOUSE STEAKS, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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DEL MONTE CAPITOL MEAT COMPANY, LLC
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By:
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/s/ John D. Austin
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Name:
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John D. Austin
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Title:
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CFO
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
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By:
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/s/ Matthew Douglass
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Name:
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Matthew Douglass
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Title:
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Vice President
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PRUCO LIFE INSURNACE COMPANY
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By:
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/s/ Matthew Douglass
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Name:
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Matthew Douglass
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Title:
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Assistant Vice President
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PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY
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By:
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PGIM, INC., as investment manager
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By:
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/s/ Matthew Douglass
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Name:
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Matthew Douglass
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Title:
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Vice President
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PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
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By:
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PGIM, INC., as investment manager
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By:
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/s/ Matthew Douglass
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Name:
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Matthew Douglass
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Title:
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Vice President
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To the Grantee:
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The address then maintained with respect to the Grantee in the Company’s records.
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To the Company:
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The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877
Attn: Corporate Secretary
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To the Grantee:
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The address then maintained with respect to the Grantee in the Company’s records.
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THE CHEFS’ WAREHOUSE, INC.
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By:
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GRANTEE:
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Entity Name
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State of Organization
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Dairyland USA Corporation
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New York
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Dairyland HP LLC (1)
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Delaware
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Bel Canto Foods, LLC (1)
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New York
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Chefs’ Warehouse Transportation, LLC (2)
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Delaware
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Chefs’ Warehouse Parent, LLC
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Delaware
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The Chefs’ Warehouse Mid-Atlantic, LLC (3)
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Delaware
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The Chefs’ Warehouse West Coast, LLC (3)
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Delaware
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The Chefs’ Warehouse of Florida, LLC (3)
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Delaware
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The Chefs’ Warehouse Midwest, LLC (3)
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Delaware
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Michael’s Finer Meats Holdings, LLC (3)
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Delaware
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Michael’s Finer Meats, LLC (4)
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Delaware
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The Chefs’ Warehouse Pastry Division, Inc. (3)
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Delaware
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The Chefs’ Warehouse Pastry Division Canada ULC (5)
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British Columbia, Canada
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QZ Acquisition (USA), Inc. (3)
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Delaware
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Qzina Specialty Foods North America (USA), Inc. (6)
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Delaware
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Qzina Specialty Foods, Inc. (7)
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Florida
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Qzina Specialty Foods, Inc. (7)
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Washington
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Qzina Specialty Foods (Ambassador), Inc. (7)
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California
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CW LV Real Estate LLC (8)
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Delaware
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Allen Brothers 1893, LLC (9)
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Delaware
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Del Monte Capitol Meat Company Holdings, LLC (3)
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Delaware
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Del Monte Capitol Meat Company, LLC (10)
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Delaware
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Del Monte Merger Sub, LLC (11)
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Delaware
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The Great Steakhouse Steaks, LLC (12)
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Delaware
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(1)
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Dairyland HP LLC and Bel Canto Foods, LLC are wholly-owned by Dairyland USA Corporation, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(2)
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Chefs’ Warehouse Transportation, LLC is wholly-owned by The Chefs’ Warehouse, Inc.
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(3)
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The Chefs’ Warehouse Mid-Atlantic, LLC, The Chefs’ Warehouse West Coast, LLC,The Chefs’ Warehouse of Florida, LLC, The Chefs’ Warehouse Midwest, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Pastry Division, Inc., QZ Acquisition (USA), Inc. and Del Monte Capitol Meat Company Holdings, LLC are wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(4)
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Michael’s Finer Meats, LLC is wholly-owned by Michael’s Finer Meats Holdings, LLC, which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(5)
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The Chefs’ Warehouse Pastry Division Canada ULC is wholly-owned by The Chefs’ Warehouse Pastry Division, Inc., which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(6)
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Qzina Specialty Foods North America (USA), Inc. is wholly-owned by QZ Acquisition (USA), Inc., which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(7)
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Qzina Specialty Foods, Inc. (a Florida corporation), Qzina Specialty Foods, Inc. (a Washington corporation) and Qzina Specialty Foods (Ambassador), Inc. are wholly-owned by Qzina Specialty Foods North America (USA), Inc., which is wholly-owned by QZ Acquisition (USA), Inc., which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(8)
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CW LV Real Estate LLC is wholly-owned by The Chefs’ Warehouse West Coast, LLC, which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(9)
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Allen Brothers 1893, LLC is wholly-owned by The Chefs’ Warehouse Midwest, LLC, which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(10)
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Del Monte Capitol Meat Company, LLC is wholly-owned by Del Monte Meat Company Holdings, LLC, which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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(11)
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Del Monte Merger Sub, LLC is wholly-owned by The Chefs’ Warehouse, Inc.
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(12)
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The Great Steakhouse Steaks, LLC is wholly owned by Allen Brothers 1893, LLC, which is wholly-owned by The Chefs’ Warehouse Midwest, LLC, which is wholly-owned by Chefs’ Warehouse Parent, LLC, which is wholly-owned by The Chefs’ Warehouse, Inc.
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1.
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I have reviewed this annual report on Form 10-K of The Chefs’ Warehouse, Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: March 10, 2017
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/s/ Christopher Pappas
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By:
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Christopher Pappas
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of The Chefs’ Warehouse, Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: March 10, 2017
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/s/ John D. Austin
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By:
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John D. Austin
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 10, 2017
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By:
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/s/ Christopher Pappas
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Christopher Pappas
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 10, 2017
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By:
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/s/ John D. Austin
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John D. Austin
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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