☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3031526
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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100 East Ridge Road
Ridgefield, Connecticut
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06877
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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September 29, 2017
(unaudited) |
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December 30, 2016
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||||
ASSETS
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,071
|
|
|
$
|
32,862
|
|
Accounts receivable, net of allowance of $7,950 in 2017 and $6,091 in 2016
|
135,398
|
|
|
128,030
|
|
||
Inventories, net
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109,862
|
|
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87,498
|
|
||
Prepaid expenses and other current assets
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11,564
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16,101
|
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||
Total current assets
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260,895
|
|
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264,491
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Equipment and leasehold improvements, net
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69,041
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62,183
|
|
||
Software costs, net
|
5,114
|
|
|
5,927
|
|
||
Goodwill
|
172,943
|
|
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163,784
|
|
||
Intangible assets, net
|
143,533
|
|
|
131,131
|
|
||
Other assets
|
3,024
|
|
|
6,022
|
|
||
Total assets
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$
|
654,550
|
|
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$
|
633,538
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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Current liabilities:
|
|
|
|
|
|
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Accounts payable
|
$
|
83,067
|
|
|
$
|
65,514
|
|
Accrued liabilities
|
16,871
|
|
|
17,546
|
|
||
Accrued compensation
|
11,156
|
|
|
9,519
|
|
||
Current portion of long-term debt
|
4,224
|
|
|
14,795
|
|
||
Total current liabilities
|
115,318
|
|
|
107,374
|
|
||
Long-term debt, net of current portion
|
315,115
|
|
|
317,725
|
|
||
Deferred taxes, net
|
9,113
|
|
|
6,958
|
|
||
Other liabilities and deferred credits
|
10,528
|
|
|
7,721
|
|
||
Total liabilities
|
450,074
|
|
|
439,778
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
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Stockholders’ equity:
|
|
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|
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|
||
Preferred Stock, $0.01 par value, 5,000,000 shares authorized,
no shares issued and outstanding September 29, 2017 and December 30, 2016 |
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 100,000,000 shares authorized,
26,564,168 and 26,280,469 shares issued and outstanding at September 29, 2017 and December 30, 2016, respectively |
266
|
|
|
263
|
|
||
Additional paid-in capital
|
132,405
|
|
|
127,180
|
|
||
Accumulated other comprehensive loss
|
(1,581
|
)
|
|
(2,186
|
)
|
||
Retained earnings
|
73,386
|
|
|
68,503
|
|
||
Stockholders’ equity
|
204,476
|
|
|
193,760
|
|
||
Total liabilities and stockholders’ equity
|
$
|
654,550
|
|
|
$
|
633,538
|
|
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Thirteen Weeks Ended
|
||||||
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September 29, 2017
|
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September 23, 2016
|
||||
Net sales
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$
|
325,076
|
|
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$
|
297,917
|
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Cost of sales
|
244,171
|
|
|
223,525
|
|
||
Gross profit
|
80,905
|
|
|
74,392
|
|
||
Operating expenses
|
70,411
|
|
|
66,106
|
|
||
Operating income
|
10,494
|
|
|
8,286
|
|
||
Interest expense
|
5,593
|
|
|
5,947
|
|
||
Loss on asset disposal
|
10
|
|
|
40
|
|
||
Income before income taxes
|
4,891
|
|
|
2,299
|
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Provision for income tax expense
|
2,040
|
|
|
956
|
|
||
Net income
|
$
|
2,851
|
|
|
$
|
1,343
|
|
Other comprehensive income (loss):
|
|
|
|
|
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Foreign currency translation adjustments
|
369
|
|
|
(72
|
)
|
||
Comprehensive income
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$
|
3,220
|
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$
|
1,271
|
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Net income per share:
|
|
|
|
|
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Basic
|
$
|
0.11
|
|
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$
|
0.05
|
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Diluted
|
$
|
0.11
|
|
|
$
|
0.05
|
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Weighted average common shares outstanding:
|
|
|
|
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Basic
|
26,092,387
|
|
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25,936,832
|
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||
Diluted
|
27,387,619
|
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|
25,977,171
|
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Thirty-nine Weeks Ended
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||||||
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September 29, 2017
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September 23, 2016
|
||||
Net sales
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$
|
944,422
|
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$
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849,962
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Cost of sales
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707,017
|
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637,809
|
|
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Gross profit
|
237,405
|
|
|
212,153
|
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||
Operating expenses
|
211,627
|
|
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187,318
|
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||
Operating income
|
25,778
|
|
|
24,835
|
|
||
Interest expense
|
17,406
|
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35,271
|
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Loss on asset disposal
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10
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43
|
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Income (loss) before income taxes
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8,362
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(10,479
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)
|
||
Provision for income tax expense (benefit)
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3,479
|
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(4,360
|
)
|
||
Net income (loss)
|
$
|
4,883
|
|
|
$
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(6,119
|
)
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Other comprehensive income:
|
|
|
|
|
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Foreign currency translation adjustments
|
605
|
|
|
1,034
|
|
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Comprehensive income (loss)
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$
|
5,488
|
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$
|
(5,085
|
)
|
Net income (loss) per share:
|
|
|
|
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|
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Basic
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
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Diluted
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||
Basic
|
26,011,913
|
|
|
25,911,278
|
|
||
Diluted
|
26,063,655
|
|
|
25,911,278
|
|
|
Thirty-nine Weeks Ended
|
||||||
|
September 29, 2017
|
|
September 23, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
4,883
|
|
|
$
|
(6,119
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
6,322
|
|
|
4,966
|
|
||
Amortization
|
8,712
|
|
|
8,704
|
|
||
Provision for allowance for doubtful accounts
|
2,841
|
|
|
2,674
|
|
||
Deferred rent
|
254
|
|
|
1,340
|
|
||
Deferred taxes
|
1,755
|
|
|
1,169
|
|
||
Amortization of deferred financing fees
|
1,574
|
|
|
1,209
|
|
||
Loss on debt extinguishment
|
—
|
|
|
22,310
|
|
||
Stock compensation
|
2,384
|
|
|
1,909
|
|
||
Change in fair value of contingent earn-out liability
|
72
|
|
|
(1,601
|
)
|
||
Loss on sale of assets
|
10
|
|
|
43
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(5,760
|
)
|
|
4,627
|
|
||
Inventories
|
(19,731
|
)
|
|
5,638
|
|
||
Prepaid expenses and other current assets
|
1,668
|
|
|
(15,612
|
)
|
||
Accounts payable, accrued liabilities and accrued compensation
|
20,430
|
|
|
(8,424
|
)
|
||
Other liabilities
|
(1,997
|
)
|
|
(1,186
|
)
|
||
Other assets
|
(214
|
)
|
|
(439
|
)
|
||
Net cash provided by operating activities
|
23,203
|
|
|
21,208
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(9,860
|
)
|
|
(11,532
|
)
|
||
Cash paid for acquisitions, net of cash received
|
(29,722
|
)
|
|
(19,742
|
)
|
||
Net cash used in investing activities
|
(39,582
|
)
|
|
(31,274
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt
|
(11,641
|
)
|
|
(156,655
|
)
|
||
Proceeds from issuance of debt
|
—
|
|
|
315,810
|
|
||
Debt prepayment penalty and other fees
|
—
|
|
|
(21,219
|
)
|
||
Cash paid for deferred financing fees
|
—
|
|
|
(7,691
|
)
|
||
Surrender of shares to pay withholding taxes
|
(455
|
)
|
|
(552
|
)
|
||
Cash paid for contingent earn-out liability
|
(500
|
)
|
|
(2,660
|
)
|
||
Borrowings under revolving credit facility
|
—
|
|
|
33,200
|
|
||
Payments under revolving credit facility
|
—
|
|
|
(126,582
|
)
|
||
Net cash (used in) provided by financing activities
|
(12,596
|
)
|
|
33,651
|
|
||
Effect of foreign currency translation on cash and cash equivalents
|
184
|
|
|
152
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(28,791
|
)
|
|
23,737
|
|
||
Cash and cash equivalents-beginning of period
|
32,862
|
|
|
2,454
|
|
||
Cash and cash equivalents-end of period
|
$
|
4,071
|
|
|
$
|
26,191
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
Diluted
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
26,092,387
|
|
|
25,936,832
|
|
|
26,011,913
|
|
|
25,911,278
|
|
||||
Diluted
|
27,387,619
|
|
|
25,977,171
|
|
|
26,063,655
|
|
|
25,911,278
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2,851
|
|
|
$
|
1,343
|
|
|
$
|
4,883
|
|
|
$
|
(6,119
|
)
|
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on convertible notes, net of tax
|
134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted net income (loss)
|
$
|
2,985
|
|
|
$
|
1,343
|
|
|
$
|
4,883
|
|
|
$
|
(6,119
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average basic common shares outstanding
|
26,092,387
|
|
|
25,936,832
|
|
|
26,011,913
|
|
|
25,911,278
|
|
||||
Dilutive effect of unvested common shares
|
57,858
|
|
|
40,339
|
|
|
51,742
|
|
|
—
|
|
||||
Dilutive effect of convertible notes
|
1,237,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average diluted common shares outstanding
|
27,387,619
|
|
|
25,977,171
|
|
|
26,063,655
|
|
|
25,911,278
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||
Restricted Share Awards (RSAs)
|
104,053
|
|
|
158,539
|
|
|
134,139
|
|
|
309,922
|
|
Stock options
|
201,878
|
|
|
209,071
|
|
|
203,617
|
|
|
209,071
|
|
Convertible subordinated notes
|
—
|
|
|
1,237,374
|
|
|
1,237,374
|
|
|
1,237,374
|
|
|
Del Monte
|
|
MT Food
|
|
Fells Point
|
|
Total
|
||||||||
Balance December 30, 2016
|
$
|
1,362
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
1,862
|
|
Acquisition
|
—
|
|
|
—
|
|
|
4,500
|
|
|
4,500
|
|
||||
Cash payments
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||
Changes in fair value
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
Balance September 29, 2017
|
$
|
1,434
|
|
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
5,934
|
|
|
|
September 29, 2017
|
|
December 30, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Convertible Secured Notes
|
|
$
|
36,750
|
|
|
$
|
37,632
|
|
|
$
|
36,750
|
|
|
$
|
35,557
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||||||
Net sales
|
$
|
334,007
|
|
|
$
|
307,060
|
|
|
$
|
983,722
|
|
|
$
|
888,742
|
|
Income before income taxes
|
5,447
|
|
|
2,753
|
|
|
10,084
|
|
|
(8,132
|
)
|
|
MT Food
|
|
|
Fells Point
|
|
||
Current assets (includes cash acquired)
|
$
|
6,132
|
|
|
$
|
6,971
|
|
Customer relationships
|
7,600
|
|
|
14,700
|
|
||
Trademarks
|
—
|
|
|
8,100
|
|
||
Non-compete agreement
|
—
|
|
|
900
|
|
||
Goodwill
|
11,976
|
|
|
5,687
|
|
||
Fixed assets
|
261
|
|
|
2,459
|
|
||
Current liabilities
|
(3,969
|
)
|
|
(1,295
|
)
|
||
Earn-out liability
|
(500
|
)
|
|
(4,500
|
)
|
||
Other long-term liabilities
|
(500
|
)
|
|
—
|
|
||
Issuance of common shares
|
|
|
|
(3,300
|
)
|
||
Cash purchase price
|
$
|
21,000
|
|
|
$
|
29,722
|
|
|
|
Useful Lives
|
|
September 29, 2017
|
|
December 30, 2016
|
||||
Land
|
|
Indefinite
|
|
$
|
1,170
|
|
|
$
|
1,170
|
|
Buildings
|
|
20 years
|
|
1,292
|
|
|
1,292
|
|
||
Machinery and equipment
|
|
5-10 years
|
|
15,688
|
|
|
13,404
|
|
||
Computers, data processing and other equipment
|
|
3-7 years
|
|
9,883
|
|
|
9,367
|
|
||
Leasehold improvements
|
|
7-22 years
|
|
53,479
|
|
|
47,971
|
|
||
Furniture and fixtures
|
|
7 years
|
|
3,100
|
|
|
3,011
|
|
||
Vehicles
|
|
5-7 years
|
|
2,570
|
|
|
2,445
|
|
||
Other
|
|
7 years
|
|
95
|
|
|
95
|
|
||
Construction-in-process
|
|
|
|
14,711
|
|
|
11,359
|
|
||
|
|
|
|
101,988
|
|
|
90,114
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(32,947
|
)
|
|
(27,931
|
)
|
||
Equipment and leasehold improvements, net
|
|
|
|
$
|
69,041
|
|
|
$
|
62,183
|
|
Carrying amount as of December 30, 2016
|
$
|
163,784
|
|
Goodwill adjustments
|
3,418
|
|
|
Fells Point acquisition
|
5,687
|
|
|
Foreign currency translation
|
54
|
|
|
Carrying amount as of September 29, 2017
|
$
|
172,943
|
|
September 29, 2017:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Customer relationships
|
$
|
116,381
|
|
|
$
|
(25,465
|
)
|
|
$
|
90,916
|
|
Non-compete agreements
|
8,066
|
|
|
(6,605
|
)
|
|
1,461
|
|
|||
Trademarks
|
60,674
|
|
|
(9,518
|
)
|
|
51,156
|
|
|||
Total
|
$
|
185,121
|
|
|
$
|
(41,588
|
)
|
|
$
|
143,533
|
|
December 30, 2016:
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
$
|
104,381
|
|
|
$
|
(19,981
|
)
|
|
$
|
84,400
|
|
Non-compete agreements
|
7,166
|
|
|
(5,587
|
)
|
|
1,579
|
|
|||
Trademarks
|
52,574
|
|
|
(7,422
|
)
|
|
45,152
|
|
|||
Total
|
$
|
164,121
|
|
|
$
|
(32,990
|
)
|
|
$
|
131,131
|
|
2017
|
$
|
3,187
|
|
2018
|
11,669
|
|
|
2019
|
11,392
|
|
|
2020
|
11,119
|
|
|
2021
|
11,119
|
|
|
2022
|
10,391
|
|
|
Thereafter
|
84,656
|
|
|
Total
|
$
|
143,533
|
|
|
September 29, 2017
|
|
December 30, 2016
|
||||
Senior secured term loan
|
$
|
289,229
|
|
|
$
|
291,613
|
|
Convertible subordinated notes
|
36,750
|
|
|
36,750
|
|
||
New Markets Tax Credit loan
|
—
|
|
|
11,000
|
|
||
Capital leases and financed software
|
1,042
|
|
|
2,136
|
|
||
Deferred finance fees and original issue discount
|
(7,682
|
)
|
|
(8,979
|
)
|
||
Total debt obligations
|
319,339
|
|
|
332,520
|
|
||
Less: current installments
|
(4,224
|
)
|
|
(14,795
|
)
|
||
Total debt obligations excluding current installments
|
$
|
315,115
|
|
|
$
|
317,725
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
||
Unvested at December 30, 2016
|
|
334,053
|
|
|
18.69
|
|
Granted
|
|
206,081
|
|
|
14.79
|
|
Vested
|
|
(109,442
|
)
|
|
18.55
|
|
Forfeited
|
|
(74,262
|
)
|
|
18.39
|
|
Unvested at September 29, 2017
|
|
356,430
|
|
|
16.57
|
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Term
(in years)
|
|||||
Outstanding at December 30, 2016
|
|
209,071
|
|
|
$
|
20.23
|
|
|
$
|
—
|
|
|
9.2
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/Forfeited
|
|
(7,193
|
)
|
|
20.23
|
|
|
|
|
|
|||
Outstanding at September 29, 2017
|
|
201,878
|
|
|
$
|
20.23
|
|
|
$
|
—
|
|
|
8.4
|
Exercisable at September 29, 2017
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
Thirty-nine Weeks Ended
|
||||||
|
September 29, 2017
|
|
September 23, 2016
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
||
Cash paid for income taxes, net of cash received
|
$
|
500
|
|
|
$
|
7,976
|
|
Cash paid for interest
|
$
|
14,664
|
|
|
$
|
10,759
|
|
Non cash financing activities:
|
|
|
|
||||
Sinking funds used to retire debt
|
$
|
2,939
|
|
|
$
|
—
|
|
Non-cash investing activity:
|
|
|
|
|
|
||
Contingent earn-out liabilities for acquisitions
|
$
|
4,500
|
|
|
$
|
500
|
|
Acquisition purchase price payable
|
$
|
—
|
|
|
$
|
500
|
|
Common stock issued for acquisitions
|
$
|
3,300
|
|
|
$
|
—
|
|
•
|
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.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||
|
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
75.1
|
%
|
|
75.0
|
%
|
|
74.9
|
%
|
|
75.0
|
%
|
Gross profit
|
|
24.9
|
%
|
|
25.0
|
%
|
|
25.1
|
%
|
|
25.0
|
%
|
Operating expenses
|
|
21.7
|
%
|
|
22.2
|
%
|
|
22.4
|
%
|
|
22.0
|
%
|
Operating income
|
|
3.2
|
%
|
|
2.8
|
%
|
|
2.7
|
%
|
|
3.0
|
%
|
Other expense
|
|
1.7
|
%
|
|
2.0
|
%
|
|
1.8
|
%
|
|
4.2
|
%
|
Income (loss) before income tax expense
|
|
1.5
|
%
|
|
0.8
|
%
|
|
0.9
|
%
|
|
(1.2
|
)%
|
Provision for income taxes
|
|
0.6
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
|
(0.5
|
)%
|
Net income (loss)
|
|
0.9
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
(0.7
|
)%
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||||||||||||||
|
September 29, 2017
|
|
September 23, 2016
|
|
September 29, 2017
|
|
September 23, 2016
|
||||||||||||||||||||
Center of the Plate
|
$
|
151,062
|
|
|
47
|
%
|
|
$
|
146,552
|
|
|
49
|
%
|
|
$
|
440,556
|
|
|
47
|
%
|
|
$
|
416,327
|
|
|
49
|
%
|
Dry Goods
|
56,442
|
|
|
17
|
%
|
|
49,488
|
|
|
17
|
%
|
|
164,023
|
|
|
17
|
%
|
|
142,961
|
|
|
17
|
%
|
||||
Pastry
|
43,654
|
|
|
13
|
%
|
|
38,938
|
|
|
13
|
%
|
|
128,483
|
|
|
14
|
%
|
|
112,732
|
|
|
13
|
%
|
||||
Cheese
|
25,796
|
|
|
8
|
%
|
|
23,838
|
|
|
8
|
%
|
|
74,544
|
|
|
8
|
%
|
|
66,774
|
|
|
8
|
%
|
||||
Dairy
|
23,294
|
|
|
7
|
%
|
|
17,926
|
|
|
6
|
%
|
|
65,324
|
|
|
7
|
%
|
|
51,935
|
|
|
6
|
%
|
||||
Oils and Vinegar
|
18,360
|
|
|
6
|
%
|
|
16,211
|
|
|
5
|
%
|
|
53,154
|
|
|
6
|
%
|
|
45,508
|
|
|
5
|
%
|
||||
Kitchen Supplies
|
6,468
|
|
|
2
|
%
|
|
4,964
|
|
|
2
|
%
|
|
18,338
|
|
|
1
|
%
|
|
13,725
|
|
|
2
|
%
|
||||
Total
|
$
|
325,076
|
|
|
100
|
%
|
|
$
|
297,917
|
|
|
100
|
%
|
|
$
|
944,422
|
|
|
100
|
%
|
|
$
|
849,962
|
|
|
100
|
%
|
|
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
|
|||||
July 1, 2017 to July 28, 2017
|
7,006
|
|
|
$
|
12.97
|
|
|
—
|
|
|
—
|
|
July 29, 2017 to August 25, 2017
|
2,782
|
|
|
$
|
16.32
|
|
|
—
|
|
|
—
|
|
August 26, 2017 to September 29, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
9,788
|
|
|
$
|
13.93
|
|
|
—
|
|
|
—
|
|
(1)
|
During the thirteen weeks ended
September 29, 2017
, we withheld
9,788
shares to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to our officers and key employees.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Amendment No. 1, dated as of September 1, 2017, to the Credit Agreement dated as of June 22, 2016, among Chefs’ Warehouse Parent, LLC and Dairyland USA Corporation, as Borrowers, and The Chefs’ Warehouse, Inc., The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse Of Florida, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, and other Loan Parties party thereto as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole Bookrunner, and Administrative Agent, and Wells Fargo Bank, N.A., Bank of America, N.A. and BMO Harris Bank N.A.as Co-Syndication Agents.
|
||
|
|
|
|
|
Amendment No. 2, dated as of September 1, 2017, to the Credit Agreement dated as of June 22, 2016, among Dairyland USA Corporation and Chefs’ Warehouse Parent, LLC, as Borrowers, and The Chefs’ Warehouse, Inc. and the other Loan Parties party thereto, as Guarantors, the Lenders party thereto, Jefferies Finance LLC, as Joint Lead Arranger and Joint Bookrunner, Administrative Agent and Collateral Agent, and BMO Capital Markets Corp., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners.
|
||
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
THE CHEFS’ WAREHOUSE, INC.
|
||
|
(Registrant)
|
||
|
|
||
November 8, 2017
|
|
|
/s/ John D. Austin
|
Date
|
John D. Austin
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer and Principal
|
||
|
Accounting Officer)
|
||
|
|
|
|
CHEFS' WAREHOUSE PARENT, LLC
DAIRYLAND USA CORPORATION
|
||
|
|
|
By
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
JPMORGAN CHASE BANK, N.A.,
|
||
individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent
|
||
|
|
|
|
|
|
By
|
|
/s/ Joseph K. Kotusky
|
|
Name:
|
Joseph K. Kotusky
|
|
Title:
|
Authorized Officer
|
BANK OF AMERICA, N.A.,
|
||
as a Lender
|
||
|
|
|
|
|
|
By
|
|
/s/ Matthew Bourgeois
|
|
Name:
|
Matthew Bourgeois
|
|
Title:
|
Senior Vice President
|
BMO HARRIS FINANCING, INC.,
|
||
as a Lender
|
||
|
|
|
|
|
|
By
|
|
/s/ Craig Thistlewaite
|
|
Name:
|
Craig Thistlewaite
|
|
Title:
|
Managing Director
|
CHEFS' WAREHOUSE PARENT, LLC
DAIRYLAND USA CORPORATION
|
||
|
|
|
By
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
By
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
CHEFS' WAREHOUSE PARENT, LLC,
|
||
as a Borrower
|
||
|
|
|
|
|
|
By
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
DAIRYLAND USA CORPORATION,
|
||
as a Borrower
|
||
|
|
|
|
|
|
By
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
ALLEN BROTHERS 1893, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
BEL CANTO FOODS, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
CHEFS' WAREHOUSE PARENT, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
CW LV REAL ESTATE, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
DAIRYLAND USA CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
Name:
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
DEL MONTE CAPITOL MEAT COMPANY, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
MICHAEL'S FINER MEATS HOLDINGS, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
MICHAEL'S FINER MEATS, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZ ACQUISTION (USA), INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZINA SPECIALTY FOODS (AMBASSADOR), INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZINA SPECIALTY FOODS NORTH AMERICA (USA), Inc.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZINA SPECIALTY FOODS, INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZINA SPECIALTY FOODS, INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
QZINA SPECIALTY FOODS, INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE CHEFS' WAREHOUSE MIDWEST, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE CHEFS' WAREHOUSE OF FLORIDA, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE CHEFS' WAREHOUSE WEST COAST, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE CHEFS' WAREHOUSE, INC.
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
THE GREAT STEAKHOSUE STEAKS, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
FELLS POINT, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
FELLS POINT HOLDINGS, LLC
|
||
|
|
|
By:
|
|
/s/ Alexandros Aldous
|
|
|
Alexandros Aldous
|
|
Title:
|
General Counsel and Corporate Secretary
|
JEFFERIES FINANCE, LLC
|
||
as Administrative Agent and as Collateral Agent
|
||
|
|
|
By:
|
|
/s/ J. Paul McDonnell
|
|
|
J. Paul McDonnell
|
|
Title:
|
Managing Director
|
1828 CLO Ltd.,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
A Voce CLO, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
AG Diversified Income Master Fund, L.P.,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., L.P., as Fund Advisor
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
American General Life Insurance Company,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
American Home Assurance Company,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Annisa CLO, Ltd.,
|
||
as a Lender
|
||
By:Invesco RR Fund L.P. as Collateral Manager
|
||
By: Invesco RR Associates LLC, as general partner
|
||
By: Invesco Senior Secured Management, Inc. as sole member
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Egan, Kevin
|
|
Title:
|
Authorized Individual
|
Betony CLO, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Blue Cross and Blue Shield of Florida, Inc.,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Blue Hill, CLO, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
BOC Pension Investment Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Attorney in Fact
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Chevron Master Pension Trust,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
City of New York Group Trust,
|
||
as a Lender
|
||
By: The Comptroller of the City of New York
|
||
By: Guggenheim Partners Investment Management, LLC as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
CLC Leveraged Loan Trust,
|
||
as a Lender
|
||
By: Challenger Life Nominees PTY Limited as Trustee
|
||
By: Guggenheim Partners Investment Management, LLC as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Crestline Denali CLO XIV, LTD.,
|
||
as a Lender
|
||
By: Crestline Denali Capital, L.P., collateral manager for Crestline Denali CLO XIV, LTD.
|
||
|
|
|
By:
|
|
/s/ Nicole Kouba
|
|
|
Nicole Kouba
|
|
Title:
|
Vice President
|
DENALI CAPITAL CLO XI, LTD.,
|
||
as a Lender
|
||
By: Crestline Denali Capital, L.P., collateral manager for DENALI CAPITAL CLO XI, LTD.
|
||
|
|
|
By:
|
|
/s/ Nicole Kouba
|
|
|
Nicole Kouba
|
|
Title:
|
Vice President
|
Denali Capital CLO XII, Ltd.,
|
||
as a Lender
|
||
By: Crestline Denali Capital, L.P., collateral manager for DENALI CAPITAL CLO XII, LTD.
|
||
|
|
|
By:
|
|
/s/ Nicole Kouba
|
|
|
Nicole Kouba
|
|
Title:
|
Vice President
|
Diversified Credit Portfolio Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Adviser
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
EAF ComPlan II - Private Debt,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Asset Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Fortress Credit BSL II, Limited,
|
||
as a Lender
|
||
By: FC BSL II CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
FDF I Limited,
|
||
as a Lender
|
||
By: FDF I CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
FDF I Limited,
|
||
as a Lender
|
||
By: FDF I CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
FDF II Limited,
|
||
as a Lender
|
||
By: FDF II CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
FORTRESS CREDIT BSL LIMITED,
|
||
as a Lender
|
||
By: FC BSL CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
Fortress Credit Opportunities VI CLO Limited,
|
||
as a Lender
|
||
By: FCO VI CLO CM LLC, its collateral manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
GGH Leveraged Loan Fund, A Series Trust of MYL Global Investment Trust,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Trinh, Kaitlin
|
|
Title:
|
Authorized Person
|
Guggenheim Strategic Opportunities Fund,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Guggenheim U.S. Loan Fund II,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Guggenheim U.S. Loan Fund III,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Halcyon Loan Advisors Funding 2012-2, Ltd.,
|
||
as a Lender
|
||
By:Halcyon Loan Advisors 2012-2 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2013-1 Ltd.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2013-2 LTD.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2013-2 LTD.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2014-1, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors 2014-1 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2014-2, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors 2014-2 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2014-3, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors 2014-3 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2015-1, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors 2015-1 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2015-2, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors 2015-2 LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Halcyon Loan Advisors Funding 2017-1, Ltd.,
|
||
as a Lender
|
||
By: Halcyon Loan Advisors A LLC as collateral manager
|
||
|
|
|
By:
|
|
/s/ David Martino
|
|
|
David Martino
|
|
Title:
|
Controller
|
Hamilton Finance, LLC,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Sub-Advisor
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Hildene CLO I Ltd,
|
||
as a Lender
|
||
By: CF H-BLS MANAGEMENT LLC, its Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
Hildene CLO II Ltd,
|
||
as a Lender
|
||
By: CF H-BLS MANAGEMENT LLC, its Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
Hildene CLO III Ltd,
|
||
as a Lender
|
||
By: CF H-BLS MANAGEMENT LLC, its Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
Hildene CLO IV Ltd,
|
||
as a Lender
|
||
By: CF H-BLS MANAGEMENT LLC, its Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Avraham Dreyfuss
|
|
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
Invesco BL Fund, ltd.,
|
||
as a Lender
|
||
By: Invesco Management S.A. As Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Dynamic Credit Opportunities Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Sub-advisor
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Floating Rate Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Sub-Adviser
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Leveraged Loan Fund 2016 A Series Trust of Global Multi Portfolio Investment, Trust,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Polaris US Bank Loan Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Senior Income Trust,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Sub-advisor
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Senior Loan Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Sub-advisor
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco US Senior Loans 2012, L.P.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Invesco Zodiac Funds - Invesco US Senior Loan Fund,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Ivy Apollo Multi-Asset Income Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Ivy Apollo Strategic Income Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Ivy VIP High Income,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Ivy High Income Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Ivy High Income Opportunities Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
James River Insurance Company
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., L.P. as Investment Manger
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
JFIN CLO 2013 LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
JFIN CLO 2014-II LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
JFIN CLO 2015 LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
Jefferies Finance LLC,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Brian Buoye
|
|
|
Brian Buoye
|
|
Title:
|
Managing Director
|
JFIN MM CLO 2014 LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
By:
|
|
/s/ E. Joseph Hess
|
|
|
E. Joseph Hess
|
|
Title:
|
Managing Director
|
JFIN CLO 2014 LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
Apex Credit CLO 2015-II LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners, its Asset Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
Apex Credit CLO 2016 LTD.,
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, its Asset Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
Apex Credit CLO 2017 LLC
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Asset Manager
|
||
|
|
|
By:
|
|
/s/ Andrew Stern
|
|
|
Andrew Stern
|
|
Title:
|
Managing Director
|
JRG Reinsurance Company, Ltd.,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., L.P. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
Kaiser Foundation Hospitals
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Kaiser Foundation Health Plan, Inc., as named fiduciary of the Kaiser Permanente Group Trust,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., L.P. As Investment Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
Kaiser Permanente Group Trust,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Kapitalforeningen Investin Pro, US Leveraged Loans I,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ William P. McLoughlin
|
|
|
William P. McLoughlin
|
|
Title:
|
Senior Vice President, Authorized Signatory
|
Lexington Insurance Company,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Limerock CLO II, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Limerock CLO III, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Linde Pension Plan Trust,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
MidOcean Credit CLO II,
|
||
as a Lender
|
||
By: MidOcean Credit Fund Management LP, as Portfolio Manager
|
||
By: Ultramar Credit Holdings, Ltd., its General Partner
|
||
|
|
|
By:
|
|
/s/ Jim Wiant
|
|
|
Jim Wiant
|
|
Title:
|
Managing Director
|
MidOcean Credit CLO III,
|
||
as a Lender
|
||
By: MidOcean Credit Fund Management LP, as Portfolio Manager
|
||
By: Ultramar Credit Holdings, Ltd., its General Partner
|
||
|
|
|
By:
|
|
/s/ Jim Wiant
|
|
|
Jim Wiant
|
|
Title:
|
Managing Director
|
MidOcean Credit CLO IV,
|
||
as a Lender
|
||
By: MidOcean Credit Fund Management LP, as Portfolio Manager
|
||
By: Ultramar Credit Holdings, Ltd., its General Partner
|
||
|
|
|
By:
|
|
/s/ Jim Wiant
|
|
|
Jim Wiant
|
|
Title:
|
Managing Director
|
MidOcean Credit CLO V,
|
||
as a Lender
|
||
By: MidOcean Credit Fund Management LP, as Portfolio Manager
|
||
By: Ultramar Credit Holdings, Ltd., its General Partner
|
||
|
|
|
By:
|
|
/s/ Jim Wiant
|
|
|
Jim Wiant
|
|
Title:
|
Managing Director
|
MidOcean Credit CLO VI,
|
||
as a Lender
|
||
By: MidOcean Credit Fund Management LP, as Portfolio Manager
|
||
By: Ultramar Credit Holdings, Ltd., its General Partner
|
||
|
|
|
By:
|
|
/s/ Jim Wiant
|
|
|
Jim Wiant
|
|
Title:
|
Managing Director
|
National Union Fire Insurance Company of Pittsburgh, Pa.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
North End CLO, Ltd,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
NORTHWOODS CAPITAL X, LIMITED,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., LP as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
NORTHWOODS CAPITAL XI, LIMITED,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., LP as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
NORTHWOODS CAPITAL XII, LIMITED,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., LP as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
NORTHWOODS CAPITAL XIV, LIMITED,
|
||
as a Lender
|
||
By: Angelo, Gordon & Co., LP as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Maureen D'Alleva
|
|
|
Maureen D'Alleva
|
|
Title:
|
Authorized Signatory
|
PensionDanmark P
ensionsforsikringsaktieselskab,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Recette CLO, Ltd.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Egan, Kevin
|
|
Title:
|
Authorized Individual
|
Riserva CLO, Ltd,
|
||
as a Lender
|
||
By: Invesco RR Fund L.P. as Collateral Manager
|
||
By: Invesco RR Associates LLC, as general partner
|
||
By: Invesco Senior Secured Management, Inc. as sole member
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Egan, Kevin
|
|
Title:
|
Authorized Individual
|
Salem Fields CLO, Ltd.,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Ivy Global Investors High Income Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Sentry Insurance a Mutual Company
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Sub-Advisor
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Seven Sticks CLO Ltd.,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC, as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Shriners Hospitals for Children,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC, as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Sonoma County Employee's Retirement Association,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC, as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Katilin Trinh
|
|
|
Katilin Trinh
|
|
Title:
|
Authorized Person
|
Steele Creek CLO 2014-1, LTD.,
|
||
as a Lender
|
||
By: Steele Creek Investment Management LLC
|
||
|
|
|
By:
|
|
/s/ Michael Audino
|
|
|
Michael Audino
|
|
Title:
|
Senior Analyst
|
Steele Creek CLO 2015-1, LTD.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Michael Audino
|
|
|
Michael Audino
|
|
Title:
|
Senior Analyst
|
Steele Creek CLO 2016-1, LTD.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Michael Audino
|
|
|
Michael Audino
|
|
Title:
|
Senior Analyst
|
Swiss capital Pro Loan III Plc,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Advisor
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Swiss Capital Pro Loan V Plc,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Advisor
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Swiss capital Pro Loan VIII Plc,
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Advisor
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
The City of New York Group Trust,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
The Society Incorporated By Lloyd's Act 1871 By The Name of Lloyd's
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
The United States Life Insurance Company in the City of New York
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
The Variable Annuity Life Insurance Company,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Investment Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Kevin Egan
|
|
Title:
|
Authorized Individual
|
Trinity Health Corporation
|
||
as a Lender
|
||
By: Guggenheim Partners Investment Management, LLC as Manager
|
||
|
|
|
By:
|
|
/s/ Kaitlin Trinh
|
|
|
Kaitlin Trinh
|
|
Title:
|
Authorized Person
|
Upland CLO, LTD.,
|
||
as a Lender
|
||
By: Invesco Senior Secured Management, Inc. as Collateral Manager
|
||
|
|
|
By:
|
|
/s/ Kevin Egan
|
|
|
Egan, Kevin
|
|
Title:
|
Authorized Individual
|
VENTURE XII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XIII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XIV CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XIX CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XV CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XVI CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XVII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XVIII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XX CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXI CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXIII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXIV CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXV CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
VENTURE XXVIII CLO, Limited.,
|
||
as a Lender
|
||
By: its investment advisor MJX Venture Management LLC
|
||
|
|
|
By:
|
|
/s/ John Calaba
|
|
|
John Calaba
|
|
Title:
|
Managing Director
|
Waddell & Reed Advisors High Income Fund,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Chad Gunther
|
|
|
Chad Gunther
|
|
Title:
|
Sr. Vice President
|
Wellfleet CLO 2016-1, Ltd.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Dennis Talley
|
|
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
Wellfleet CLO 2016-2, Ltd.,
|
||
as a Lender
|
||
|
||
|
|
|
By:
|
|
/s/ Dennis Talley
|
|
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
|
2.
|
Based on my knowledge, this quarterly 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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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: November 8, 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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|
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
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2.
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Based on my knowledge, this quarterly 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)
|
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)
|
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.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Dated: November 8, 2017
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|
/s/ John D. Austin
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|
By:
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John D. Austin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
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(1)
|
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)
|
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: November 8, 2017
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By:
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/s/ Christopher Pappas
|
|
|
Christopher Pappas
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 8, 2017
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By:
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/s/ John D. Austin
|
|
|
John D. Austin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|