Filing Flows › Chefs' Warehouse (CHEF) › Takeover & LBO
Is Chefs' Warehouse (CHEF) a takeover target?
A leveraged buyout at today's price plus 30% ($135.50 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $69.14 a share (−34% against today's $104.23). Historically 5.2% of companies with its figures were bought within a year (1.03× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $135.50 | today's $104.23 plus 30% |
| × shares | 46.2 million | |
| = Equity value | $6.3B | |
| + Debt refinanced | $729M | |
| − Cash | $165M | |
| = Enterprise value | $6.8B | 27.6× EBITDA of $247M |
| Fees | $136M | 2% of the price |
| New debt | $1.4B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $5.6B | 80% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $4.9B | $267M | $104M | $61.3M | $1.3B |
| Year 2 | $5.2B | $285M | $99.2M | $79.3M | $1.2B |
| Year 3 | $5.5B | $300M | $93.1M | $97.8M | $1.1B |
| Year 4 | $5.7B | $313M | $85.7M | $116M | $1.0B |
| Year 5 | $5.9B | $323M | $76.8M | $135M | $868M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 21.8× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $7.0B | |
| − Debt left | $868M | |
| = Buyer's equity | $6.2B | |
| Money multiple | 1.10× | on $5.6B put in |
| Buyer's yearly return (IRR) | 1.9% |
Price against return
What the buyer makes at other premiums over today's $104.23; the IRR reaches 20% at $69.14 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $114.65 | 5.9% |
| 20% | $125.08 | 3.8% |
| 30% | $135.50 | 1.9% |
| 40% | $145.92 | 0.2% |
| 50% | $156.34 | −1.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $4.5B | |
| EBITDA, last 12 months | $247M | 5.5% of revenue |
| Depreciation and amortization | $60.5M | |
| Capital spending | $33.5M | |
| Debt | $729M | |
| Cash | $165M | |
| Share price | $104.23 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 8.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 30% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Chefs' Warehouse would cost about $145.92 a share, $6.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $119.55 | $5.5B |
| Median | 40% | $145.92 | $6.7B |
| High end (a quarter paid more) | 60.2% | $166.98 | $7.7B |
The odds, from history
Historically 5.2% of companies with its figures were bought within a year (1.03× the average). Its figures put it in decile 6 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Chefs' Warehouse's latest quarter
Chefs' Warehouse, Q3 2026: revenue $1.1B (+11% year over year), operating margin 4.5%, net earnings $29.6M, operating cash flow $44.5M. The chart follows the revenue to costs, profit and cash.
Questions
Is Chefs' Warehouse being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Chefs' Warehouse?
A leveraged buyout at today's price plus 30% ($135.50 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $69.14 a share (−34% against today's $104.23).
What would a takeover of Chefs' Warehouse cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Chefs' Warehouse would cost about $145.92 a share, $6.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.