SecProbe.io

May 10, 2011
 Via E-mail

Christopher Pappas  President and Chief Executive Officer  Chefs’ Warehouse Holdings, LLC
100 East Ridge Road
Ridgefield, Connecticut 06877
Re: Chefs’ Warehouse Holdings, LLC
Registration Statement on Form S-1 Filed April 12, 2011
  File No. 333-173445

Dear Mr. Pappas:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please revise throughout the prospectus to in clude all information that may not properly
be excluded under Securities Act Rule 430A.  Please allow us sufficient time to review
your complete disclosure prior to any di stribution of prelim inary prospectuses.

2. Please file or submit all of your exhibits w ith your next amendment, or as soon as
possible.  Please allow us sufficient time to  review such exhibits prior to requesting
acceleration of the effectiveness of  the registration statement.

3. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indica ting that FINRA has cleared the offering.

4. We note the statement in the Explanatory Note, “Prospectus Summary—Reorganization
Transaction” and “Certain Relationshi ps and Related-Party Transactions—

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 2

 Reorganization Transaction” that Chefs’ Warehouse Holdings, LLC will be converted
into Chefs’ Warehouse, Inc. prior to the e ffectiveness of the registration statement.
However, in “Selected Consolidated Fina ncial Data,” “Management’s Discussion and
Analysis of Financial Condition and Results  of Operations—Our Reorganization” and
“Description of Our Capital Stock—Our Reor ganization,” you state that the conversion
will occur prior to the consummation of th e offering.  Please revise throughout the
registration statement to consistently disclose  the timing of the reor ganization transaction.
 Outside Front Cover Page of Prospectus

5. Please disclose in the first paragraph any affiliation between you and the selling
stockholders.
 Inside Front Cover Page of Prospectus

6. Please provide a copy of any inside cover gr aphics that you intend to include in the
prospectus.
7. Investors may also rely on information contai ned in a free writing prospectus issued by
you.  Accordingly, please revise the first tw o sentences of the paragraph following the
table of contents.
 Prospectus Summary, page 1

8. Please disclose, in this section and in “Our Business,” whether your competitive
assertions listed below are based on inde pendent analysis or your management’s
reasonable belief.  If an assertion is based on independent analysis, then please disclose
the source of such analysis.  If an asse rtion is based on your management’s reasonable
belief, then please disclose your basis for such belief.  With respect to the assertion listed
in the second bullet below, please disclose  the specific metric by which you describe
yourself as “the largest.”

• You have a superior selection of distinc tive and hard-to-find specialty food products;
superior product knowledge; and superior customer service, compared to other
foodservice distributors.
• You are the largest distri butor of specialty food pr oducts in the New York,
Washington, D.C., San Francisco and Los Angeles culinary markets.

• You are the primary distributor of specia lty food products to the majority of your
customers.

9. Refer to your statement, “Since 2008, we have  achieved net revenue, earnings before
interest, taxes, depreciation and amortiza tion, or EBITDA, and net income compound

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 3

 annual growth rates, or CAGRs, of 8.3% , 50.4% and 168.9%, respectively, as of
December 24, 2010.”  Please also disclose the dollar changes in such measurements for the fiscal 2009 and 2010 reporting periods.  La stly, please provide a cross reference to
your non-GAAP EBITDA disclosures presented on pages 9 and 10 of the prospectus.
 Summary Consolidated Fi nancial Data, page 7

10. We note your inclusion of “Pro Forma, As Ad justed Data” on page 7 and “Pro Forma as
Adjusted net income available to common stoc kholders” reconciliation on page 9.  Please
revise to disclose, on page 7, that the Pro Forma information was prepared in accordance
with Article 11 of Regulation S-X.
11. Please provide full pro forma financial statemen ts prepared in accordance with Article 11
of Regulation S-X, which separately present the pro forma impact of the redemption of
Class A units, the Corporate Re organization next, then the sa le of your common shares in
your initial public offering, and the repayment of long term debt and the procurement of
new senior secured credit facility so that readers can understand the impact of each of
these transactions on your capit alization and results of opera tions, or advise us why pro
forma financial statements are unnecessary.
12. We note the $68.3 million redemption of your Class A units on October 22, 2010. Please
explain to us, and clarify in your footnot e disclosures here and elsewhere in the
prospectus, the terms of Class A units includ ing their redemption feat ure(s).  Please also
indicate why the redemption amount significantly exceeded the $45.8 million carrying amount upon redemption and why the excess was accounted for as a dividend and whether earnings available for common sharehol ders was also reduce d.  Please also tell
us, and disclose, if the pro forma earnings pe r share data has given effect to the number
of shares whose proceeds would be necessary to pay the excess distri bution to the extent
that it exceeds the current year earnings.  Al so, provide a cross refe rence to footnote 2 on
page F-8 where you disclose the effect on your pro forma net income available to
common shares.
13. Please show us and disclose how you calcula ted pro forma earnings per share on “as
adjusted” and on “pro forma as adjusted” basis.
14. Refer to your pro forma adjustment 2 disclosu re on page 8.  Please note that pro forma
income statement adjustments must be f actually supportable and have a continuing
impact to be included in your pro forma re sults.  Please tell us why you believe your
planned refinancing transaction, as disclosed on page 4, is fa ctually supportable at this
time, and should be included in your pro forma results, or revise.
15. Please ensure the number of shares in your pro forma diluted weighted average common
shares outstanding calculation include shares that were previously excluded because of
their anti-dilutive effect.  In this regard, we note the elimin ation of the dividends on your

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 4

 Class A units will reverse the net losses for your fiscal years ended December 24, 2010,
and December 26, 2008 in your pro forma financial statements.
16. Please provide a more comprehensive discussi on regarding the exchange ratio of units
into common stock and how it was determined and clarify in the di sclosures if and how
the exchange ratio will vary ba sed on the offering price.
 Risk Factors, page 11

 Risks Relating to Our Business and Industry, page 11

 Our substantial indebtedness may limit our ability to  invest in the ongoing needs of our business,
page 16

17. If you enter into your new senior secured credit facilities prior to th e effectiveness of the
registration statement, then pleas e update this risk factor to  disclose the specific amount
of additional indebtedness that may be incurr ed pursuant to the new senior secured credit
facilities.
 Risks Relating to this Offering, page 21

18. Please add a risk factor to explain the risks associated with your qualification for, and
potential reliance on, the “controlled co mpany” exemption offered by the NASDAQ
Listing Rules.
 Use of Proceeds, page 27

19. Please disclose in the third paragraph the dol lar amount of the Class A units redeemed in
October 2010.

20. Because you are using proceeds to redeem all of your outstanding senior subordinated
notes due 2014, and you incurred this debt w ithin one year, please describe the use of
proceeds from the notes.  See Instruct ion 4 to Item 504 of Regulation S-K.

21. Please disclose in the first bullet point follo wing the third paragr aph the amount of the
call premium, which you disclose in “D escription of our Indebtedness—Senior
Subordinated Notes” to be approximately $0.8 million.
22. Please clarify whether you intend to use net proceeds to repay all of your outstanding
loans under the senior secured credit facili ties, assuming a sufficient amount of net
proceeds, or, even if you receive a sufficient amount of net proceeds, you intend to repay
only a portion of outstanding loans under the senior secured credit facilities and intend to
use the remainder for general corporate purposes .  Please note that if you have no current

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 5

 specific plan for a significant amount of the pr oceeds, you should state so in this section
and discuss the principal reasons for the offering.  See Item 504 of Regulation S-K.
 Dividend Policy, page 28

23. If any portion of your existing senior secu red credit facilities w ill remain outstanding
after the consummation of the offering, then  please disclose any restrictions on
declaration and payment of dividends impos ed by the existing senior secured credit
facilities.  See Item 201(c)(1) of Regulation S-K.
 Selected Consolidated Financial Data, page 32

24. Please tell us and disclose what is netted  against revenues here and in Statement of
Operations on page F-4.  Further, please tell us and disclose the nature of the gain on
settlement of $1,100 for your fiscal year ended December 28, 2007.

25. Please disclose cash dividend declared per common unit for all periods presented. See
Item 301 of Regulation S-K.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
34

26. Please discuss any known trends, demands, commit ments, events or uncertainties that are
reasonably likely to have a ma terial impact on your liquidity, capital resources or results
of operations or that would cause reported fi nancial information not to be necessarily
indicative of future operating results or of future financial condition.  For example, we
note your disclosure in “Risk Factors” on page 12 that volatile food costs have a direct
impact on your profitability.  Please discuss any known trends regarding food cost price
movements or the other factors that you reasona bly expect will have a material impact on
your profits.  See Item 303(a)(1 )-(3) of Regulation S-K, Inst ruction 3 to Item 303(a) of
Regulation S-K, Section III.B of Release No. 33-6835 (May 18, 1989), Section II.A.1 of
Release No. 33-8056 (January 22, 2002) a nd Section III.B of Release No. 33-8350
(December 19, 2003).
 Critical Accounting Policies, page 36

 Inventory valuation, page 36

27. We note you maintain reserves for slow-moving a nd obsolete inventories.   In this regard,
please tell us and disclose a roll-forward sc hedule of your inventory reserve amounts, to
the extent material, for all periods presented, in a footnote or in a supplemental Schedule
II in accordance with Rule 5-04 of Regulation S-X.

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 6

 Valuation of Goodwill and Intangible Assets, page 36

28. We note that goodwill represents approximately  14% of your assets as of December 24,
2010.  In light of the significance of your goodw ill balance, we expect a more robust and
comprehensive disclosure both in your foot note and in your critical accounting policies
regarding your impairment tes ting policy.  This disclosure should provide investors with
sufficient information about management's in sights and assumptions with regard to the
recoverability of goodwill.  Specifically, plea se disclose the following information for
each of your reporting unit:

• Percentage by which fair value exceeded car rying value as of the most recent step-
one test.

• Description of key assumptions  that drive fair value.

• Discussion of the uncertainty associated w ith the key assumptions and any potential
events and/or circumstances that could have a negative effect.

Otherwise, please disclose in your critical accounting policies that your reporting unit is
not at risk of failing step one of the goodwill impairment test.

29. We note your disclosure that you test goodwill im pairment at the consolidated level and
that you have one single repor ting unit.  Please tell us and disclose how you reasonably
determined that you have one reporting unit for goodwill impairment purposes in light of the six different geographic markets you serv e in the U.S. and different operating
locations as disclosed in “Our Business—Ou r Customers and the Markets We Serve.”
Please note that a reporting unit is to be at the operating segment leve l or one level below
for the purpose of goodwill impairment testing.
 Results of Operations, page 37

30. Please expand your discussion under result s of operations for all periods to:

• Quantify each factor you cite as impac ting your operations, in cluding quantifying the
effects due to sales volume versus those due to pricing.  For example, you disclose
the increase in net sales for the fiscal year ended December 24, 2010 was primarily
due to the continued growth of demand for specialty food products in general,
increased market share as a result of your focus on service and value-added services
and the opening of a new distribution cen ter, without quant ifying the impact
attributed to each component.

• Describe unusual or infrequent events, si gnificant economic changes, and significant
components of revenue and expenses. For exam ple, your discussion of the increase in
net sales for the fiscal year ended De cember 24, 2010 does not explain why there was

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 7

 a continued growth of demand for specialty food products in genera l and whether this
may continue in the future and the impact on future sales.

Please note that these examples are not meant to represent an all-inclusive list of where
your MD&A should be improved.  We enc ourage you to provide quantification of
amounts and further clarification throughout your discussion.  See Item 303(a)(3) of
Regulation S-K.
 Fiscal Year Ended December 24, 2010 Compared  to Fiscal Year Ended December 25, 2009,
page 38
 Net Sales, page 38

31. Please also disclose separately the dollar impact on your sales due to existing and new
customers.  Based on your disclosures in “—Overview,” it appears you are monitoring
trends in sales derived from new and existing customers in evaluating your performance.
 Gross Profit, page 38

32. Please clarify how the mix of net sales change d and describe the factors for such change.

Liquidity and Capital Resources, page 40

33. Please disclose the available capacity of the re volving credit facility  as of December 24,
2010.  See Item 303(a)(1) of Regulation S-K.
34. Refer to the last three paragraphs of this subsection.  Please expand your cash flow from
operating activities discussion to provide th e substantive factors that significantly
affected the operating cash flows, including the underlying reasons that lead to the
changes in these factors.
35. We note the statement in the sixth paragraph