SecProbe.io

July 14, 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
Amendment No. 3 to Registrati on Statement on Form S-1
Filed July 14, 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.
 Capitalization, page 30

1. Please revise to provide another column alongs ide the “as adjusted” column to reflect the
borrowing of $8.9 million under your existing revo lving credit facility, and the repayment
thereof as described in “Use of Proceeds,” in connection with your acquisition of certain
assets of Harry Wils & Co. on June 24, 2011.

Description of Our Indebtedness, page 85
 New Senior Secured Credit Facilities, page 85

2. Please disclose the approximate amount that you estimate will be outstanding under your
new revolving credit facility as of  the consummation of the offering.

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 14, 2011 Page 2

 Note 9 – Leases, page F-16

3. Refer to your disclosure where you state, “One of our subsidiaries, Dairyland USA
Corporation, subleases one of its distributi on centers from an en tity controlled by our
founders, The Chefs’ Warehouse Leasing C o., LLC. The Chefs’ Warehouse Leasing Co.,
LLC leases the distribution center from the New York City Industrial Development
Agency.  In connection with this sublease arrangement, Dairyland USA Corporation and
two of the Company’s other subs idiaries are required to act as guarantors of The Chefs’
Warehouse Leasing Co., LLC’s mortgage ob ligation on the distri bution center. The
mortgage payoff date is December 2029 and th e potential obligation under this guarantee
totaled $11.7 million at March 25, 2011….”  Pl ease tell us if you have recognized a
liability for this guarantee pursuant to AS C 460-10-25-4 and 460-10-55-23.  If not, please
explain, or revise.
 Exhibit 5.1

4. We note the disclosure in the prospectus that the c onversion of Chefs’ Warehouse
Holdings, LLC into The Chefs’ Warehouse, Inc. will be consummated prior to the
effectiveness of the registration statement.  Counsel’s opinion mu st speak as of the
effectiveness of the registration statement.  Accordingly, please revi se the first sentence
of the first paragraph and delete the third paragraph, because the events being assumed
will have occurred prior to the effectiveness of the registration statement.  Please also delete qualifications (i) and (iii ) in the penultimate paragraph.   Please also revise opinion
(2) in the penultimate paragraph to state th at the Shares to be sold by the Selling
Stockholders “are validly issue d, fully paid and nonassessable.”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 14, 2011 Page 3

 You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or Andrew Mew,
Accounting Branch Chief, at (202) 551-3377 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Charles Lee, A ttorney-Advisor, at (202)
551-3427, Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with
any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
James Allegretto Senior Assistant Chief Accountant
 cc: Alexandros Aldous  Ken Clark  Chefs’ Warehouse Holdings, LLC