8-K
Aramark (ARMK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22, 2020
Aramark
(Exact Name of Registrant Specified in Charter)
| Delaware | 001-36223 | 20-8236097 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 2400 Market Street<br> <br>Philadelphia, Pennsylvania | 19103 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 238-3000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> <br>Symbol(s) | Name of Each Exchange<br> <br>on which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | ARMK | New York Stock Exchange |
| Item 7.01 | Regulation FD Disclosure. | |
| --- | --- |
The previously announced Amendment No. 9 to our existing credit agreement with the lenders thereto became effective on April 22, 2020.
| Item 8.01 | Other Events. |
|---|
On April 22, 2020, Aramark (the “Company”) issued a press release announcing the pricing of $1,500 million aggregate principal amount of 6.375% senior unsecured notes due 2025 (the “Notes”) by its indirect wholly owned subsidiary, Aramark Services, Inc. (the “Issuer”), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The aggregate principal amount of Notes to be issued in the offering was increased to $1,500 million from the previously announced $1,250 million. The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes.
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br> <br>No. | Description |
| --- | --- |
| 99.1 | Press release relating to the pricing and upsizing of the Notes |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARAMARK | |
|---|---|
| By: | /s/ James J. Tarangelo |
| Name: | James J. Tarangelo |
| Title: | Vice President and Treasurer |
Dated: April 23, 2020
EX-99.1
Exhibit 99.1

| Contact:<br> <br><br><br><br>Media Inquiries<br> <br>Karen Cutler<br>(215) 238-4063<br> <br>Cutler-Karen@aramark.com<br><br><br><br> <br>Investor Inquiries<br><br><br>Felise Kissell (215) 409-7287<br><br><br>Kissell-Felise@aramark.com |
|---|
Aramark Announces Pricing and Upsizing of Private Offering of
$1.5 Billion Aggregate 6.375% Senior Notes due 2025
Philadelphia, PA, April 22, 2020 — Aramark (NYSE: ARMK) announced today the pricing by its indirect wholly owned subsidiary, Aramark Services, Inc. (the “Issuer”), of $1.5 billion aggregate principal amount of 6.375% senior unsecured notes due 2025 (the “Notes”). The aggregate principal amount of Notes to be issued in the offering was increased to $1.5 billion from the previously announced $1.25 billion. The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes.
The offering of the Notes is being made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to investors who are reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act or to investors outside the United States in accordance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes. The Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
About Aramark
Aramark (NYSE: ARMK) proudly serves the world’s leading educational institutions, Fortune 500 companies, world champion sports teams, prominent healthcare providers, iconic destinations and cultural attractions, and numerous municipalities in 19 countries around the world. Our 280,000 team members deliver innovative experiences and services in food, facilities management and uniforms to millions of people every day. We strive to create a better world by making a positive impact on people and the planet, including commitments to engage our employees; empower healthy consumers; build local communities; source ethically, inclusively and responsibly; operate efficiently and reduce waste. Aramark is recognized as a Best Place to Work by the Human Rights Campaign (LGBTQ+), DiversityInc, Black Enterprise and the Disability Equality Index. Learn more at www.aramark.com or connect with us on Facebook and Twitter.

Cautionary Statements Regarding Forward-Looking Statements
Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on management’s expectations, estimates, projections, and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other sections of Aramark’s Annual Report on Form 10-K, filed with the SEC on November 26, 2019, as such factors may be updated from time to time in its other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and which may be obtained by contacting Aramark’s investor relations department via its website at www.aramark.com.