EX-99.1 21 exhibit991-publicform10.htm EX-99.1 Document

Exhibit 99.1
aramarklogoc.jpg
[          ], 20[     ]
Dear Aramark Stockholder:
In May 2022, Aramark announced its plan to separate Aramark Uniform Services (“AUS”) into an independent public company. The separation will occur through a distribution by Aramark of all of the outstanding shares of a newly formed company named Epic NewCo, Inc. (“NewCo”), which will hold AUS, to current Aramark stockholders (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions).
Under the intended structure, Aramark will continue to operate as a proven global leader in food and facilities services, with world-class scale and capabilities focused on serving clients across 18 countries in five principal sectors: Education, Sports, Leisure & Corrections, Healthcare, Business & Industry and Facilities & Other. We believe that Aramark and AUS can best execute their respective value-creating strategies operating as two independent, publicly traded companies.
Upon completion of the separation, each Aramark stockholder as of [          ], the record date for the distribution, will receive [          ] shares of NewCo common stock for every share of Aramark common stock held as of the close of business on the record date. NewCo common stock will be issued in book-entry form only, which means that no physical share certificates will be issued. For U.S. federal income tax purposes, the distribution is intended to be tax-free to Aramark stockholders (other than any cash that Aramark stockholders receive in lieu of fractional shares).
No vote of Aramark stockholders is required for the distribution. You do not need to take any action to receive shares of NewCo common stock to which you are entitled as an Aramark stockholder, and you do not need to pay any consideration or surrender or exchange your Aramark common stock or take any other action to receive your shares of NewCo common stock.
NewCo has applied to have its common stock authorized for listing on the New York Stock Exchange (the “NYSE”) under the symbol “[     ].” Following the distribution, Aramark common stock will continue to trade on the NYSE under the symbol “ARMK.”
We encourage you to read the attached information statement, which is being made available to Aramark stockholders as of the record date for the distribution. The information statement describes the distribution in detail and contains important business and financial information about NewCo.
We believe the separation provides tremendous opportunities for our businesses, as we work to continue to build long-term value. We appreciate your continuing support of Aramark and look forward to your future support of Aramark and NewCo.
Sincerely,
[          ]
John Zillmer
Chief Executive Officer
Aramark


[Epic NewCo, Inc. Logo]
[          ], 20[     ]
Dear Future Epic NewCo, Inc. Stockholder:
I am pleased to welcome you as a future stockholder of Epic NewCo, Inc. (“NewCo”), a leading provider of uniform rentals and workplace supplies across the United States and Canada. We have over 75 years of experience providing our services and products to a wide variety of customers. The planned separation of NewCo from Aramark represents an exciting new chapter in our organization’s history.
As an independent, publicly traded company, we believe we will have enhanced ability to align resource and capital allocation decisions to our enhanced business strategy, enabling us to unlock significant value. The key value creation opportunities ahead of us include:
•A new emphasis on driving high-quality revenue growth within our existing customer base and with new customers in attractive verticals, applications and product categories.
•An increased, persistent focus on operating efficiencies including improving our network optimization, strategically managing our workforce and lowering in service inventory costs across our system.
•A performance-driven culture fostered by decisions that are informed by data and incentives linked to performance and aligned to the achievement of our strategic objectives.
As we invest in our business to deliver future value, we intend to take a disciplined approach to capital allocation with a clear, delineated investment framework.
We are eager to take this next step toward becoming a standalone company, recognizing that our historical operation within Aramark has given us a strong foundation to create compelling future opportunities for our business and for our investors.
We are pleased to have you as a stockholder as we prepare to become a publicly traded company and invite you to learn more about NewCo by reviewing the enclosed information statement.
Sincerely,
[          ]
Kim Scott
President and Chief Executive Officer
Epic NewCo, Inc.


Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.
Preliminary and Subject to Completion, Dated August 15, 2023
INFORMATION STATEMENT
Epic NewCo, Inc.
Common Stock
(par value $0.01 per share)
This information statement is being furnished in connection with the distribution by Aramark (“Aramark”) to its stockholders of all of the outstanding shares of Epic NewCo, Inc. (“NewCo”), a wholly owned subsidiary of Aramark that will hold Aramark Uniform Services (“AUS”) (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions). To implement the separation, a subsidiary of Aramark will contribute to NewCo all of the assets and liabilities associated with AUS and then Aramark will distribute all of the shares of NewCo common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) on a pro rata basis to Aramark stockholders in a distribution that is intended to qualify as tax-free to Aramark stockholders for U.S. federal income tax purposes (other than any cash that Aramark stockholders receive in lieu of fractional shares). Following the distribution, NewCo will be a separate public company.
For every share of common stock of Aramark held of record by you as of the close of business on [          ], 20[     ], which is the record date for the distribution, you will receive [          ] shares of NewCo common stock. You will receive cash in lieu of any fractional shares of NewCo common stock that you would have received after application of the above ratio. As discussed under “The Separation and Distribution—Trading Between the Record Date and Distribution Date,” if you sell your shares of Aramark common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of NewCo common stock in connection with the distribution. NewCo expects the shares of NewCo common stock to be distributed by Aramark to you at [          ], Eastern Time, on [          ], 20[     ]. This information statement refers to the date of the distribution of the NewCo common stock as the “distribution date.”
Until the separation and distribution occur, NewCo will be a wholly owned subsidiary of Aramark, and consequently, Aramark will have the sole and absolute discretion to determine and change the terms of the separation (or to terminate the separation).
No vote of Aramark stockholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send Aramark a proxy in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing shares of Aramark common stock or take any other action to receive your shares of NewCo common stock.
There is no current trading market for NewCo common stock, although NewCo expects that a limited market, commonly known as a “when-issued” trading market, will develop on the third trading day prior to the distribution date, and NewCo expects “regular-way” trading of NewCo common stock to begin on the first trading day following the completion of the distribution. NewCo has applied to have its common stock listed on the New York Stock Exchange (the “NYSE”) under the symbol “[     ].” The distribution is contingent on the shares of NewCo common stock having been accepted for listing on the NYSE, subject to official notice of distribution. Following the distribution, Aramark common stock will continue to trade on the NYSE under the symbol “ARMK.”
In reviewing this information statement, you should carefully consider the matters described under the section entitled “Risk Factors.”
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.


The date of this information statement is [          ].
This information statement will be made publicly available on or about [          ]. Notice of this information statement’s availability will be first sent to Aramark stockholders on or about [          ].


TABLE OF CONTENTS
Page
Presentation of Information
Unless the context otherwise requires:
•The information included in this information statement about NewCo, including the Combined Financial Statements and unaudited Condensed Combined Financial Statements of AUS, assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution.
•References in this information statement to “NewCo,” “we,” “us,” “our,” “our company” and “the company” refer to Epic NewCo, Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires or as otherwise specified.
•References in this information statement to “Aramark” refer to Aramark, a Delaware corporation, and its consolidated subsidiaries, including AUS, prior to completion of the separation, unless the context otherwise requires or as otherwise specified.
•References in this information statement to “AUS” refer to Aramark Uniform Services (“AUS”), a full-service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance on a contract basis.
•References in this information statement to the “Aramark Business” refer to Aramark’s businesses other than AUS, which includes Aramark’s Food and Support Services United States segment and Food and Support Services International segment.
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•References in this information statement to the “separation” refer to the separation of AUS from Aramark’s other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, NewCo, to hold the assets and liabilities associated with AUS after the distribution.
•References in this information statement to the “distribution” refer to the distribution by Aramark of all of NewCo’s issued and outstanding shares of common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) to Aramark stockholders as of the close of business on the record date for the distribution.
•References in this information statement to NewCo’s per share data assume a distribution ratio of [          ] shares of NewCo common stock for every share of Aramark common stock.
•References in this information statement to NewCo’s historical assets, liabilities, products, businesses or activities generally refer to the historical assets, liabilities, products, businesses or activities of AUS as the business was conducted as part of Aramark prior to the completion of the separation.
•NewCo’s fiscal year ends on the Friday nearest September 30 in each year. When this information statement refers to NewCo’s fiscal years, it uses the word “fiscal” and the year number, as in “fiscal 2022,” which refers to NewCo’s fiscal year ended September 30, 2022.
Trademarks and Trade Names
Among the trademarks that NewCo owns or has rights to use that appear in this information statement is the name “[          ].” Solely for convenience, this information statement only uses the TM or ® symbols the first time any trademark or trade name is mentioned. Each trademark or trade name of any other company appearing in this information statement is, to NewCo’s knowledge, owned by such other company.
Industry Information
Unless indicated otherwise, the information concerning the industries in which NewCo participates contained in this information statement is based on NewCo’s general knowledge of and expectations concerning the industry. NewCo’s competitive position and industry size are based on estimates using NewCo’s internal data and estimates, data from various industry analyses, NewCo’s internal research and adjustments and assumptions that NewCo believes to be reasonable. In addition, NewCo believes that data regarding the industry, market size and its market position and market share within such industry provide general guidance but are inherently imprecise. Further, NewCo’s estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.
Non-GAAP Financial Data
All financial information presented in this information statement is derived from the Combined Financial Statements and unaudited Condensed Combined Financial Statements of AUS included elsewhere in this information statement. All financial information presented in this information statement has been prepared in United States (“U.S.”) dollars in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), except for the presentation of the following non-GAAP financial measures: Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow.
NewCo presents Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow in this information statement because it believes such measures provide investors with additional information to measure NewCo’s performance. Because of their limitations, these non-GAAP financial measures are not intended as alternatives to U.S. GAAP financial measures as indicators of NewCo’s operating performance and should not be considered as measures of cash available to NewCo to invest in the growth of NewCo’s business or that will be available to NewCo to meet its obligations. NewCo
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compensates for these limitations by using these non-GAAP financial measures along with other comparative tools, together with U.S. GAAP financial measures, to assist in the evaluation of operating performance.
For more information on the use of Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow and reconciliations to their nearest U.S. GAAP financial measures, see “Information Statement Summary—Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information.”
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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION
What is NewCo and why is Aramark separating AUS and distributing NewCo common stock?
NewCo, which is currently an indirect wholly owned subsidiary of Aramark, was formed to hold AUS. Aramark intends to separate NewCo from the rest of Aramark by distributing all of the NewCo common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) to Aramark stockholders as of the record date for the distribution. The separation of NewCo from Aramark is intended, among other things, to enable the management of the two companies to best execute their respective value-creating strategies. Aramark expects that the separation will result in enhanced long-term performance of the businesses held by both Aramark and NewCo for the reasons discussed in the section entitled “The Separation and Distribution—Reasons for the Separation.”
Why am I receiving this document?Aramark is delivering this document to you because you are a holder of shares of Aramark common stock. If you are a holder of shares of Aramark common stock as of the close of business on [          ], 20[     ], the record date of the distribution, you will be entitled to receive [          ] shares of NewCo common stock for every share of Aramark common stock that you hold at the close of business on such date. This document will help you understand how the separation and distribution will affect your post-separation ownership in Aramark and NewCo.
How will the separation of AUS from Aramark work?
As part of the separation, Aramark and its subsidiaries expect to conduct an internal reorganization (which this information statement refers to as the “internal reorganization”) in order to transfer AUS to NewCo. Aramark will then distribute all of the outstanding shares of NewCo common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) to Aramark stockholders as of the record date on a pro rata basis. The distribution is intended to be tax-free to Aramark and Aramark stockholders for U.S. federal income tax purposes (other than any cash that Aramark stockholders receive in lieu of fractional shares). Following the separation, the number of shares of Aramark common stock you own will not change as a result of the separation.
Why is the separation of NewCo structured as a distribution?
Aramark believes that a distribution of shares of NewCo common stock to Aramark stockholders that is structured to be generally tax-free for U.S. federal income tax purposes is an efficient way to separate AUS in a manner that will create long-term value for Aramark stockholders.
What is the record date for the distribution?The record date for the distribution will be [          ], 20[     ].
When will the distribution occur?The distribution is subject to a number of conditions, but subject to the satisfaction or waiver of such conditions, it is expected that the distribution will occur at [          ], Eastern Time, on [          ], 20[     ], to holders of record of shares of Aramark common stock at the close of business on [          ], 20[     ], the record date for the distribution.
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What do stockholders need to do to participate in the distribution?Stockholders of Aramark as of the record date for the distribution are not required to take any action to receive NewCo common stock in the distribution, but you are urged to read this entire information statement carefully. No Aramark stockholder approval is required for the distribution, and you are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of Aramark common stock or take any other action to receive your shares of NewCo common stock. The distribution will not affect the number of outstanding shares of Aramark common stock or any rights of Aramark stockholders, although it will affect the market value of each outstanding share of Aramark common stock.
How will shares of NewCo common stock be issued?
You will receive shares of NewCo common stock through the same channels that you currently use to hold or trade shares of NewCo common stock, whether through a brokerage account, 401(k) plan or other channels. Receipt of NewCo shares will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements.
If you own shares of Aramark common stock as of the close of business on the record date for the distribution, including shares owned in certificate form, Aramark, with the assistance of Computershare Trust Company, N.A., the distribution agent for the distribution (the “distribution agent” or “Computershare”), will electronically distribute shares of NewCo common stock to you or to your brokerage firm on your behalf in book-entry form. Computershare will mail you a book-entry account statement that reflects your shares of NewCo common stock, or your bank or brokerage firm will credit your account for the shares.
How many shares of NewCo common stock will I receive in the distribution?You are entitled to receive [          ] shares of NewCo common stock for every share of Aramark common stock held by you as of close of business on the record date for the distribution. Based on approximately [          ] shares of Aramark common stock outstanding as of [          ], 20[     ], a total of approximately [          ] shares of NewCo common stock will be distributed to Aramark stockholders. For additional information on the distribution, see “The Separation and Distribution.”
Will NewCo issue fractional shares of its common stock in the distribution?No. NewCo will not issue fractional shares of its common stock in the distribution. Fractional shares that Aramark stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. A U.S. holder that receives cash in lieu of a fractional share of NewCo common stock in the distribution will generally be treated as having received such fractional share pursuant to the distribution and then as having sold such fractional share for cash. See “Material U.S. Federal Income Tax Consequences—Distribution.” Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.
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What are the conditions to the distribution?
The distribution is subject to the satisfaction (or waiver by Aramark in its sole and absolute discretion) of the following conditions:
•the U.S. Securities and Exchange Commission (the “SEC”) shall have declared effective the registration statement of which this information statement forms a part; there shall be no order suspending the effectiveness of the registration statement in effect; and there shall be no proceedings for such purposes having been instituted or threatened by the SEC;
•this information statement shall have been made available to the holders of record of shares of Aramark common stock at the close of business on [          ], 20[     ], the record date for the distribution;
•Aramark shall have received a private letter ruling from the Internal Revenue Service (the “IRS”) and opinions of its outside tax advisors, in each case, satisfactory to the Aramark Board of Directors, regarding certain U.S. federal income tax matters relating to the separation and distribution and which shall not have been withdrawn or rescinded;
• the transfer of assets and liabilities contemplated to be transferred from Aramark to NewCo on or prior to the distribution shall have occurred in accordance with a separation and distribution agreement to be entered into by Aramark and NewCo in connection with the separation and distribution (the “separation and distribution agreement”), and the transfer of assets and liabilities contemplated to be transferred from NewCo to Aramark on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement;
•the Aramark Board of Directors shall have received one or more opinions from an independent appraisal firm acceptable to Aramark regarding solvency and capital adequacy matters with respect to each of Aramark and NewCo after the completion of the distribution, in each case, in a form and substance acceptable to the Aramark Board of Directors in its sole and absolute discretion, and such opinion(s) shall not have been withdrawn or rescinded;
•all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities or blue sky laws and the rules and regulations thereunder shall have been taken or made and, where applicable, shall have become effective or been accepted by the applicable governmental authority;
•certain agreements contemplated by the separation and distribution agreement shall have been executed;
•there shall be no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions pending or in effect;
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•the shares of NewCo common stock to be distributed shall have been accepted for listing on the NYSE, subject to official notice of distribution;
•NewCo shall have completed the debt financing arrangements described under “Description of Material Indebtedness,” Aramark shall have received certain proceeds of such debt financing arrangements and Aramark shall be satisfied in its sole and absolute discretion that, as of the effective time of the distribution, Aramark will have no further liability under such debt financing arrangements; and
•there shall be no other events or developments existing or having occurred that, in the judgment of the Aramark Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the separation, the distribution and the other related transactions.
Aramark and NewCo cannot assure you that any or all of these conditions will be met, or that the separation or distribution will be consummated even if all of the conditions are met. Aramark can decline at any time to go forward with the separation or distribution. In addition, Aramark may waive any of the conditions to the distribution. For a complete discussion of all of the conditions to the distribution, see “The Separation and Distribution—Conditions to the Distribution.”
What is the expected date of completion of the distribution?
The completion and timing of the distribution are dependent upon a number of conditions. It is currently expected that the shares of NewCo common stock will be distributed by Aramark at [          ], Eastern Time, on [          ], 20[     ], to the holders of record of shares of Aramark common stock at the close of business on [          ], 20[     ], the record date for the distribution. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.
Can Aramark decide to cancel the distribution of NewCo common stock even if all the conditions have been met?
Yes. Until the distribution has occurred, the Aramark Board of Directors has the right to terminate the distribution, even if all of the conditions described in the section entitled “The Separation and Distribution—Conditions to the Distribution” are satisfied.
What if I want to sell my Aramark common stock or my NewCo common stock?You should consult with your financial advisors, such as your stockbroker, bank or tax advisor. If you sell your shares of Aramark common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of NewCo common stock in connection with the distribution.
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What is “regular-way” and “ex-distribution” trading of Aramark common stock?Beginning on the third trading day prior to the distribution date and continuing up to and through the distribution date, NewCo expects that there will be two markets in Aramark common stock: a “regular-way” market and an “ex-distribution” market. Aramark common stock that trades in the “regular-way” market will trade with an entitlement to shares of NewCo common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to NewCo common stock distributed pursuant to the distribution. If you are the registered holder of your shares and want to sell your shares, you should determine whether you want to sell your shares with or without an entitlement to shares of NewCo common stock in the distribution, and make any trades in the “regular-way” or “ex-distribution” market accordingly. If you decide to sell any shares of Aramark common stock before the distribution date and hold your shares in “street name,” you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Aramark common stock with or without your entitlement to NewCo common stock pursuant to the distribution.
Where will I be able to trade shares of NewCo common stock?
NewCo has applied for authorization to list its common stock on the NYSE under the symbol “[     ].” It is anticipated that trading in shares of NewCo common stock will begin on a “when-issued” basis on the third trading day prior to the distribution date and will continue up to and through the distribution date, and that “regular-way” trading in NewCo common stock will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell NewCo common stock up to and through the distribution date, but your transaction will not settle until after the distribution date. NewCo cannot predict the trading prices for its common stock before, on or after the distribution date.
What will happen to the listing of Aramark common stock?Aramark common stock will continue to trade on the NYSE after the distribution under the symbol “ARMK.”
Will the number of shares of Aramark common stock that I own change as a result of the distribution?No. The number of shares of Aramark common stock that you own will not change as a result of the distribution.
Will the distribution affect the market price of my Aramark common stock?Yes. As a result of the distribution, it is expected that the trading price of shares of Aramark common stock immediately following the distribution will be different from the “regular-way” trading price of such shares immediately prior to the distribution because the trading price of Aramark common stock will no longer reflect the value of AUS. There can be no assurance whether the sum of the market value of the Aramark common stock and the NewCo common stock following the separation will be higher or lower than the market value of Aramark common stock if the separation did not occur. This means, for example, that the combined trading prices of one share of Aramark common stock and [          ] shares of NewCo common stock after the distribution may be equal to, greater than or less than the trading price of one share of Aramark common stock before the distribution.
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What are the material U.S. federal income tax consequences of the separation and distribution?
It is a condition to the distribution that Aramark receive a private letter ruling from the IRS and opinions of Aramark’s outside tax advisors, in each case, satisfactory to the Aramark Board of Directors, regarding certain U.S. federal income tax matters relating to the separation and distribution and which shall not have been withdrawn or rescinded.
Accordingly, for U.S. federal income tax purposes, it is expected that “U.S. holders” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) generally will not recognize gain or loss or otherwise include any amount in income for U.S. federal income tax purposes upon their receipt of NewCo common stock in the distribution. U.S. holders will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of fractional shares of NewCo common stock.
For more information regarding the U.S. federal income tax consequences of the distribution, see the section entitled “Material U.S. Federal Income Tax Consequences.” All holders of Aramark common stock should consult their own tax advisors as to the particular tax consequences of the distribution to them, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any non-U.S. tax laws.
What will NewCo’s relationship be with Aramark following the separation?After the distribution, Aramark and NewCo will be separate companies with separate management teams and separate boards of directors. Aramark and NewCo will enter into the separation and distribution agreement to effect the separation and to provide a framework for NewCo’s relationship with Aramark after the separation, and they will enter into certain other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement and other transaction agreements. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the allocation between NewCo and Aramark of the assets, employees, liabilities and obligations (including, among others, investments, property (including intellectual property) and employee benefits and tax-related assets and liabilities) of Aramark and its subsidiaries attributable to periods prior to, at and after NewCo’s separation from Aramark and will govern the relationship between NewCo and Aramark subsequent to the completion of the separation. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Party Transactions.”
Who will manage NewCo after the separation?NewCo’s management team will be led by Kim Scott, who will be NewCo’s President and Chief Executive Officer. For more information regarding NewCo’s management and directors, see “Management” and “Directors.”
Are there risks associated with owning NewCo common stock?Yes. Ownership of NewCo common stock is subject to both general and specific risks relating to its business, the industry in which it operates, its ongoing contractual relationships with Aramark and its status as a separate, publicly traded company. Ownership of NewCo common stock is also subject to risks relating to the separation. Certain of these risks are described in the “Risk Factors” section of this information statement. NewCo encourages you to read that section carefully.
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Does NewCo plan to pay dividends?
Following the separation and distribution, NewCo expects to pay cash dividends. The timing, declaration, amount of and payment of any dividends following the separation and distribution will be within the discretion of NewCo’s Board of Directors and will depend upon many factors. See “Dividend Policy.” Moreover, if NewCo determines to pay any dividend in the future, there can be no assurance that NewCo will continue to pay such dividends or the amount of such dividends. See “Risk Factors—NewCo cannot guarantee the timing, declaration, amount or payment of dividends on its common stock.”
Will NewCo incur any indebtedness prior to or at the time of the distribution?Yes. NewCo expects to complete one or more financing transactions on or prior to the completion of the distribution. Approximately $1,472 million of the proceeds of such financings are expected to be used to transfer cash to Aramark. As a result of such transactions, NewCo anticipates having approximately $1,500 million of indebtedness upon completion of the distribution. On the distribution date, NewCo expects to enter into senior secured financing with a syndicate of banks, financial institutions and/or other institutional lenders, with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent, in an expected aggregate amount of $1,800 million, consisting of one or more senior secured term loan facilities in an expected aggregate amount of $1,500 million (the “Term Loan Facilities”) and a revolving credit facility in an expected aggregate amount of $300 million (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Credit Facilities”). The Term Loan Facilities are expected to mature no more than five years from the date thereof. Interest on the loans under the Credit Facilities is expected to be calculated by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate, plus an applicable margin, which in the case of any SOFR loan will include a customary spread adjustment. See “Description of Material Indebtedness” and “Risk Factors—Risks Related to NewCo’s Business.”
Who will be the distribution agent for the distribution and transfer agent and registrar for NewCo common stock?The distribution agent, transfer agent and registrar for the NewCo common stock will be Computershare Trust Company, N.A. If you have any questions relating to the mechanics of the distribution, you should contact Computershare, as the distribution agent at: 1-877-660-6628 (U.S. and Canada) or 1-732-645-4245 (outside the U.S. and Canada).
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Where can I find more information about Aramark and NewCo?
Before the distribution, if you have any questions relating to Aramark’s business performance, you should contact:
Aramark
2400 Market Street
Philadelphia, PA 19103
Attention: Corporate Secretary
Telephone: (215) 238-3000
After the distribution, NewCo stockholders who have any questions relating to NewCo’s business performance should contact NewCo at:
Epic NewCo, Inc.
500 Colonial Center Parkway, Suite 140
Roswell, GA 30076
Attention: Corporate Secretary
Telephone: (470) 226-3655
The NewCo website (www.[          ].com) will be operational on or around [          ], 20[     ]. The NewCo website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.
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INFORMATION STATEMENT SUMMARY
The following is a summary of selected information discussed in this information statement. This summary may not contain all of the details concerning the separation or other information that may be important to you. To better understand the separation and NewCo’s business and financial position, you should carefully review this entire information statement. Unless the context otherwise requires or as otherwise specified, the information included in this information statement about NewCo, including the Combined Financial Statements and unaudited Condensed Combined Financial Statements of AUS, assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires or as otherwise specified references in this information statement to “NewCo,” “we,” “us,” “our,” “our company” and “the company” refer to NewCo, a Delaware corporation, and its subsidiaries. Unless the context otherwise requires or as otherwise specified references in this information statement to “Aramark” refer to Aramark, a Delaware corporation, and its consolidated subsidiaries, including AUS prior to completion of the separation.
Unless the context otherwise requires or as otherwise specified references in this information statement to NewCo’s historical assets, liabilities, products, businesses or activities of NewCo’s businesses are generally intended to refer to the historical assets, liabilities, products, businesses or activities of AUS as it was conducted as part of Aramark prior to completion of the separation.
Overview
NewCo is a leading provider of uniform rentals and workplace supplies across the United States and Canada. We provide uniforms, mats, towels, linens, restroom supplies, first-aid supplies, safety products and other workplace supplies. In fiscal year 2022, we generated revenue of approximately $2.7 billion. We are one of the largest companies operating within the United States and Canada in our industry.
We have over 75 years of experience providing uniforms and workplace supplies and a broad footprint that supports efficient delivery of our services and products to more than 300,000 customer locations across the United States and Canada. Our customer base participates in a wide variety of industries including manufacturing, hospitality, retail, food processing, pharmaceuticals, healthcare and automotive. We serve customers ranging from small, family-owned operations with a single location to large corporations and national franchises with multiple locations.
Our customers value the uniforms and workplace supplies we deliver as our services and products can help them reduce operating costs, enhance brand image, maintain a safe and clean workplace and focus on their core business. We provide a full range of uniform programs, managed restroom supply services and first-aid and safety products, as well as ancillary items such as floor mats, towels and linens. Additionally, we provide garments and contamination control supplies that help customers maintain controlled, cleanroom environments commonly used in the manufacturing of electronics, pharmaceuticals and medical equipment.
Our team consists of approximately 20,000 teammates who operate over 350 sites including laundry plants, satellite plants, distribution centers and manufacturing plants. We leverage our broad footprint and our supply chain, delivery fleet and route logistics capabilities to serve customers on a recurring basis, typically weekly, and primarily through multi-year contracts. In addition, we offer customized uniforms through direct sales agreements, typically for large regional or national companies.
NewCo is led by Kim Scott, President and Chief Executive Officer, Rick Dillon, Executive Vice President and Chief Financial Officer and Timothy Donovan, Executive Vice President, Chief Legal Officer and General Counsel. These executives have deep expertise in their respective fields. They were recruited to lead NewCo as a standalone, independent company and are complemented by long-tenured members of management across the company’s commercial and operational functions as well as newly appointed leaders who bring functional expertise, diversity and depth to the NewCo leadership team.
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Our Competitive Advantages
We believe we have significant competitive advantages including our full-service uniform solution offering, size and scale, extensive network footprint, long-tenured customer relationships and experienced leadership team. Given our robust capabilities, scale and talent, we are well positioned to partner with customers for their future needs across a range of services, use cases and business strategies. Some of our key competitive strengths include:
Full-Service Uniforms and Workplace Supplies Offering: We offer a full-service uniform solution including the ability to design, source, manufacture, customize, personalize, deliver, launder, sanitize, mend and replace uniforms on a regular and recurring basis. Our uniform offerings include shirts, pants, outerwear, gowns, scrubs, high visibility garments, particulate-free garments and flame-resistant garments, along with shoes and accessories. In addition to uniforms, we also provide workplace supplies including managed restroom supply services, first-aid supplies and safety products, floor mats, towels, linens and other workplace supplies.
Critical Scale in Growing, Fragmented Industry: We believe the market opportunity for our services is significant and growing. We estimate our total addressable market to be approximately $48 billion as of March 31, 2023. Within the United States and Canada, we are the second largest provider in our industry, based on publicly reported information related to revenue, number of employees and facilities data for each of Cintas, Aramark and Unifirst. We believe our size and scale provide a competitive advantage in purchasing power, route density, operating efficiencies and ability to attract and retain talent as compared to smaller local and regional competitors.
Extensive Network Footprint: We serve over 95% of the largest metropolitan statistical areas in the United States and every province in Canada. Our footprint enables us to serve large, national customers across the United States and Canada.
Long-Tenured Customer Relationships: We deliver to over 300,000 customer locations and serve businesses which participate across numerous industries. We maintain long-term relationships with our customers due to the quality of our services and products, our ability to deliver on-time and our ability to provide workplace supplies and services that support our customers’ individual strategies and needs.
We believe a key differentiator in our service model is the relationship between our route service representatives and customers. We work to build relationships and trust through weekly, face-to-face interactions with our customers. We believe our customer retention rate was in excess of 90% in the five years ended September 30, 2022, according to internal estimates. Retaining existing customers affords us more opportunities to cross-sell high-value workplace supplies.
Experienced Leadership Team: NewCo is led by Kim Scott, President and Chief Executive Officer, Rick Dillon, Executive Vice President and Chief Financial Officer and its other executive officers. See “Management.” These executives have deep experience in their respective areas. They were hired to lead NewCo as a standalone, independent company and are complemented by seasoned industry executives across the company’s commercial and operational functions as well as newly appointed leaders who bring functional expertise, diversity and depth to the NewCo leadership team.
Ms. Scott has deep and relevant expertise with recurring revenue models having led and operated multiple businesses of this nature over the past 16 years. She also has extensive experience in logistics, route-based distribution and complex rental or subscription-based programs, including in her role as Chief Operating Officer of Terminix. Additionally, she has a broad operating background that includes plant management, logistics, procurement, engineering, acquisitions and large-scale integrations. She joined Aramark in October 2021 as President and CEO of Aramark Uniform Services to develop and launch an accelerated growth and value creation strategy for the company, while also preparing NewCo to be a standalone, independent public company.
Mr. Dillon is a seasoned public company executive with more than 20 years of experience in finance leadership roles. Prior to joining Aramark, Mr. Dillon served as the Chief Financial Officer and Executive Vice President of two publicly traded companies, Enerpac Tool Group and Century Aluminum. He joined Aramark in May 2022 to serve as Chief Financial Officer of Aramark Uniform Services and to prepare NewCo to be a standalone, independent public company.
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Our executive leaders foster a culture of investing in our people, supporting their growth and development, instilling a sense of higher purpose, winning through teamwork with integrity and creating a safe environment for all. In addition, our commitment to diversity, equity and inclusion continues to shape our teammate engagement and recruiting efforts.
Value Creation Strategy
As an independent company, we will focus on the development, growth and expansion of our business, with increased flexibility to pursue independent strategic and financial plans, adapt quickly to the changing needs of our customers and sector dynamics, effectively allocate capital to invest in growth areas and accelerate decision-making processes. We are focused on long-term opportunities to make deliveries in our service network more effective, which we expect will drive revenue growth and margin expansion. Our new independence will enable sharper focus on our customers, which we believe will also enhance our competitive positioning and performance.
Our strategy is focused on creating shareholder value through high-quality and profitable revenue growth that is underpinned by efficient operations and a performance-driven culture. We plan to pursue the following key strategies to drive value creation and grow our business:
High-Quality Revenue Growth
Going forward, our strategy will continue to focus on retaining customers, with an increased emphasis on increasing revenue per stop through cross-selling, investing in attractive sectors, margin accretive products and service offerings and adding new customers on existing routes to increase our route density. We believe that, by focusing on these areas, we will achieve higher growth rates with more attractive margin profiles.
Customer Retention: We serve an attractive, large and long-tenured customer base with services and products that generate recurring revenue streams that typically allow more predictability of revenue than non-recurring revenue business models. We continue to remain focused on retaining these customers, including by ensuring we are delivering new value through new or updated services and products. We will continue to modernize the customer experience to make it easier for our customers to continue to do business with us. This includes investments in new technology, such as sophisticated, digital customer portals, as well as investments in our customer service process to enhance our route check-in process and predictive analytics that help us better anticipate customer service opportunities.
Increasing Revenue Per Stop Through Cross-Selling to Leverage Fixed Costs: On average, our current customers take advantage of approximately 30% to 40% of our full line of services and products. We believe there is a significant opportunity to increase our wallet share with our existing customers through cross-selling additional services and products, including compelling adjacent services such as first aid and managed restroom services. This is expected to result in high-margin growth with existing customers by increasing revenue per stop and leveraging our existing delivery costs. We have invested in tools to support our trusted and tenured route service representative teammates, and we are incentivizing them to pursue these opportunities with our existing customer base.
Targeting Attractive Sectors, Services and Products: We are implementing more targeted sales strategies to drive growth across high-value sectors, services and products. Using enhanced data analytics and insights will enable us to focus on customer wins that improve our revenue mix. An example is our cleanroom offering, where we have established distinct capabilities that allow us to provide this quality-sensitive service that also delivers higher margins.
Increasing Route Density: We are establishing route density metrics to target sales along existing customer routes. We will focus on implementing analytical and geographical prospecting tools that will aid and reward our sales representatives for delivering growth that increases route density and lowers our overall cost to serve per route.
Efficient Operations
Our operations currently include significant cost inputs in areas such as labor, in service inventory costs, plant operating costs and service-related costs. We are working to instill a continuous improvement mindset in our
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teammates by instituting disciplined, financial metrics and reporting, key performance indicator monitoring and strengthening our leadership in key functional areas such as supply chain, logistics and plant operations.
In our collaboration with new function leaders, we have identified key areas of opportunity to reduce our operating costs and expand margins across our business:
Network Optimization: A comprehensive analysis of our plant network and customer flows (route movements from plant to customer) has revealed a significant opportunity throughout our network to lower our cost to serve our customers. Further, we have identified a portfolio of initiatives related to routing and scheduling efficiencies and transport and logistics improvements. We believe we can deliver margin expansion through this flow optimization.
Workforce Management: We are working to reduce our labor costs by decreasing frontline turnover to improve plant productivity, reducing general and administrative costs and increasing plant automation.
Merchandise Inventory Management: We are focused on lowering in service inventory costs across our system in order to improve the profitability of new and existing business. Examples include delivering higher levels of garment and product reuse to reduce the issuance of new products and supply chain procurement strategies to reduce purchasing costs.
Performance-Driven Culture
Fostering a performance-driven culture is essential to the delivery of high-quality revenue growth and margin expansion. We are focused on further strengthening our capabilities and enhancing competencies in functional areas that are core to the delivery of our strategy such as sales and marketing, pricing, procurement, logistics, technology, talent acquisition and retention and plant operations. We have invested across these areas over the past year and will continue to strengthen these teams to support our strategy. We will make decisions that are informed by data and design performance measurements and incentives that are aligned to the achievement of our strategic objectives.
Summary of Risk Factors
An investment in NewCo is subject to a number of risks, including risks relating to its business, risks related to NewCo’s separation from Aramark and risks related to NewCo common stock. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this information statement for a more thorough description of these and other risks.
Risks Related to NewCo’s Business
•Unfavorable economic conditions have in the past adversely affected, are currently adversely affecting and in the future could adversely affect NewCo’s business, financial condition or results of operations.
•Increases in fuel and energy costs could materially and adversely affect NewCo’s business, financial condition or results of operations.
•NewCo’s failure to retain its current customers, renew its existing customer contracts on comparable terms and obtain new customer contracts could adversely affect NewCo’s business, financial condition or results of operations.
•Natural disasters, global calamities, climate change, political unrest and other adverse incidents beyond NewCo’s control could adversely affect NewCo’s business, financial condition or results of operations.
•Competition in NewCo’s industry could adversely affect NewCo’s business, financial condition or results of operations.
•NewCo may be adversely affected if customers reduce their outsourcing or use of preferred vendors.
•Risks associated with NewCo’s suppliers and service providers could adversely affect NewCo’s business, financial condition or results of operations.
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•NewCo’s contracts may be subject to challenge by its customers, which, if determined adversely, could affect NewCo’s business, financial condition or results of operations.
•NewCo’s expansion strategy involves risks.
•NewCo’s international business faces risks that could have an effect on NewCo’s business, financial condition or results of operations.
•The ultimate scale and scope of recurring outbreaks stemming from the COVID-19 pandemic (“COVID-19”) and the pace and degree of recovery are unknown and may continue to impact NewCo’s business for an extended period. The overall impact on NewCo’s business, financial condition and results of operations has been material and it may continue to be material.
•NewCo’s business may suffer if it is unable to hire and retain sufficient qualified personnel or if labor costs increase.
Risks Related to the Separation and Distribution
•NewCo has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.
•Following the separation, NewCo’s financial profile will change, and it will be a smaller, less diversified company than Aramark prior to the separation.
•NewCo may not achieve some or all of the expected benefits of the separation.
•If NewCo is unable to replace the services that Aramark currently provides to AUS on terms that are at least as favorable to NewCo as the terms on which Aramark is providing such services, NewCo’s business, financial condition or results of operations could be adversely affected.
•NewCo’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it will be subject as a standalone publicly traded company following the distribution.
•Following the separation, NewCo will reposition its brand to remove the Aramark name, which could adversely affect its ability to attract and maintain customers.
•NewCo will incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.
Risks Related to NewCo’s Common Stock and Organizational Documents
•There can be no assurance that NewCo will have access to the capital markets on terms acceptable to NewCo.
•As an independent, publicly traded company, NewCo may not enjoy the same benefits that it did as a part of Aramark.
•There is no assurance that an active trading market for NewCo common stock will develop or be sustained after the distribution and, following the distribution, the price of NewCo common stock may fluctuate significantly.
•A significant number of shares of NewCo common stock may be sold following the distribution, which may cause the NewCo stock price to decline.
•Your percentage of ownership in NewCo may be diluted in the future.
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•NewCo cannot guarantee the timing, declaration, amount or payment of dividends on its common stock.
•Anti-takeover provisions could enable NewCo’s Board of Directors to resist a takeover attempt by a third party and limit the power of its stockholders.
The Separation and Distribution
On May 10, 2022, Aramark announced that it intended to separate AUS into an independent public company. Aramark intends to effect the separation through a pro rata distribution to the Aramark stockholders of all of the common stock of a new entity formed to hold the assets and liabilities associated with AUS (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions).
On [          ], 20[     ], the Aramark Board of Directors approved the distribution of all of NewCo’s issued and outstanding shares of common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) on the basis of [          ] shares of NewCo common stock for every share of Aramark common stock held as of the close of business on [          ], 20[     ], the record date for the distribution.
NewCo’s Post-Separation Relationship with Aramark
After the distribution, Aramark and NewCo will each be separate companies with separate management teams and separate boards of directors. Prior to the distribution, Aramark and NewCo will enter into the separation and distribution agreement. In connection with the separation, NewCo will also enter into various other agreements to effect the separation and to provide a framework for NewCo’s relationship with Aramark after the separation, including a transition services agreement, a tax matters agreement, an employee matters agreement and other transaction agreements. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the allocation between NewCo and Aramark of the assets, employees, liabilities and obligations (including, among others, investments, property (including intellectual property) and employee benefits and tax-related assets and liabilities) of Aramark and its subsidiaries attributable to periods prior to, at and after NewCo’s separation from Aramark and will govern the relationship between NewCo and Aramark subsequent to the completion of the separation. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Party Transactions.”
Reasons for the Separation
The Aramark Board of Directors believes that the separation of AUS from Aramark into an independent, publicly traded company is in the best interests of Aramark and its stockholders for a number of reasons, including:
•Enhanced Focus on Strategic, Operational Drivers to Accelerate Revenue Growth. The separation will permit each of Aramark and NewCo to more effectively pursue its own distinct operating priorities and strategies, and will enable the management teams of each of the two companies to focus on strengthening its core business and addressing its unique operating and other needs, and pursue distinct and targeted opportunities for long-term revenue growth and profitability.
•More Efficient Resource and Capital Allocation to Pursue Each Company’s Strategic Goals. The separation will permit each of Aramark and NewCo to allocate its financial resources to meet the unique needs of its own business, which will allow each company to intensify its focus on its distinct strategic priorities. The separation will also allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies, and allow flexibility for optimizing each business’s respective capital structure. In addition, after the separation, the respective businesses within each company will no longer compete internally with the businesses of the other company for capital and other corporate resources.
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•Targeted Investment Opportunity. The separation will allow each of Aramark and NewCo to more effectively articulate a clear investment thesis to attract a long-term investor base suited to its business, and will facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities.
•Creation of Independent Equity Currencies. The separation will create independent equity securities for each of Aramark and NewCo, affording each direct access to the capital markets and enabling it to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Aramark and NewCo will have more flexibility to capitalize on its unique strategic opportunities.
•Employee Incentives, Recruitment and Retention. The separation will allow each of Aramark and NewCo to more effectively recruit, retain and motivate employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance. In addition, the separation will allow incentive structures and targets at each company to be better aligned with each underlying business. Similarly, recruitment and retention will be enhanced by more consistent talent requirements across the businesses, allowing both recruiters and applicants greater clarity and understanding of talent needs and opportunities associated with the core business activities, principles and risks of each company.
•Other Business Rationales. The separation will separate and simplify the structures currently required to manage a number of distinct and differing underlying businesses. These differences include exposure to industry cycles, manufacturing and procurement methods, customer base, research and development activities, and overhead structures.
The Aramark Board of Directors also considered a number of potentially negative factors in evaluating the separation, including that (1) the anticipated benefits of the separation may not be achieved for a variety of reasons; and (2) after the separation, as a standalone company, NewCo may be unable to obtain the goods and services that AUS previously obtained as part of Aramark at prices or on terms as favorable as those currently obtained by Aramark. In determining to pursue the separation, the Aramark Board of Directors concluded the potential benefits of the separation outweighed the foregoing factors. See the sections entitled “The Separation and Distribution—Reasons for the Separation” and “Risk Factors” included elsewhere in this information statement.
Corporate Information
NewCo was incorporated in Delaware for the purpose of holding AUS in connection with the separation and distribution described in this information statement. Prior to the transfer of AUS to NewCo by Aramark, which will occur prior to the distribution, NewCo will have no operations other than those incidental to the separation. The address of NewCo’s principal executive offices following the distribution will be 500 Colonial Center Parkway, Suite 140, Roswell, GA 30076. Its telephone number after the distribution will be (470) 226-3655. NewCo will maintain an Internet site at www.[          ].com. This website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.
Reason for Furnishing This Information Statement
This information statement is being furnished solely to provide information to Aramark stockholders who will receive shares of NewCo common stock in the distribution. It is not to be construed as an inducement or encouragement to buy or sell any of NewCo’s securities. The information contained in this information statement is believed by NewCo to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither Aramark nor NewCo will update the information, except as may be required in the normal course of their respective disclosure obligations and practices.
Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information
The following summary financial data reflects the combined operations of AUS. The summary historical and unaudited pro forma condensed combined financial information shown below should be read in conjunction with the
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sections herein entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Certain Relationships and Related Party Transactions” as well as the AUS audited Combined Financial Statements and unaudited Condensed Combined Financial Statements and the corresponding notes included elsewhere in this information statement. For factors that could cause actual results to differ materially from those presented in the summary historical and pro forma condensed combined financial information, see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this information statement.
The summary historical condensed combined financial information for each of the fiscal years in the three-year period ended September 30, 2022 was derived from the AUS audited Combined Financial Statements and for each of the nine months ended June 30, 2023 and July 1, 2022 from the AUS unaudited Condensed Combined Financial Statements, which are included elsewhere in this information statement.
The summary unaudited pro forma condensed combined financial information for the nine months ended June 30, 2023 and the fiscal year ended September 30, 2022, has been derived from the AUS unaudited pro forma combined financial information, which is included elsewhere in this information statement.
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
June 30,September 30,June 30,July 1,September 30,October 1,October 2,
Thousands of Dollars
2023202220232022202220212020
Revenue
$2,109,385 $2,687,005 $2,109,385 $2,003,832 $2,687,005 $2,456,577 $2,561,996 
Cost of services provided (exclusive of depreciation and amortization)
1,480,143 1,909,676 1,480,143 1,398,212 1,909,676 1,765,635 1,813,985 
Depreciation and amortization
101,712 134,352 101,712 100,603 134,352 133,306 137,158 
Selling, general and administrative expenses
370,051 454,733 367,396 343,352 450,734 461,397 461,133 
Total Operating Expenses
1,951,906 2,498,761 1,949,251 1,842,167 2,494,762 2,360,338 2,412,276 
Operating Income
$157,479 $188,244 $160,134 $161,665 $192,243 $96,239 $149,720 
Operating Income Margin7.5 %7.0 %7.6 %8.1 %7.2 %3.9 %5.8 %
Net Income
$52,810 $52,837 $119,186 $118,466 $141,679 $74,270 $111,647 
Net Income Margin2.5 %2.0 %5.7 %5.9 %5.3 %3.0 %4.4 %
Earnings per share
Basic
n/an/an/an/an/a
Diluted
n/an/an/an/an/a
Net cash provided by operating activities
n/an/a$143,937 $164,976 $232,847 $244,335 $231,291 
Other Financial Information
Adjusted Revenue(a)
$2,109,385 $2,687,005 $2,109,385 $2,003,832 $2,687,005 $2,456,577 $2,517,256 
Adjusted Operating Income(a)
$189,007 $242,901 $197,429 $179,437 $247,214 $146,574 $179,506 
Adjusted Operating Income Margin(a)
9.0 %9.0 %9.4 %9.0 %9.2  %6.0  %7.1  %
EBITDA(a)
$259,191 $322,596 $261,846 $262,268 $326,595 $229,545 $286,878 
Adjusted EBITDA(a)
$282,794 $368,749 $291,216 $273,534 $373,062 $270,295 $298,633 
Adjusted EBITDA Margin(a)
13.4 %13.7 %13.8 %13.7 %13.9  %11.0  %11.9  %
Free Cash Flow(a)
n/an/a$102,264 $124,811 $163,714 $156,903 $199,857 
__________________
(a)In addition to NewCo’s operating results, as calculated in accordance with U.S. GAAP, NewCo uses non-GAAP financial measures, which include Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, EBITDA, Adjusted EBITDA, Adjusted
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EBITDA Margin and Free Cash Flow, when monitoring and evaluating operating performance. The non-GAAP financial measures presented in this information statement are supplemental measures of NewCo’s performance that NewCo believes help investors because they enable better comparisons of NewCo’s historical results and allow NewCo’s investors to evaluate its performance based on the same metrics that NewCo uses to evaluate its performance and trends in its results. NewCo’s presentation of these metrics has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of NewCo’s results as reported under U.S. GAAP. You should not consider these measures as alternatives to revenue, operating income, operating income margin, net income, net income margin or net cash provided by operating activities determined in accordance with U.S. GAAP. NewCo believes that these non-GAAP financial measures, in addition to the corresponding U.S. GAAP financial measures, are important supplemental measures which exclude non-cash or other items that may not be indicative of or are unrelated to NewCo’s core operating results and the overall health of NewCo. Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow as presented by NewCo may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
Thousands of Dollars
Pro FormaHistorical
Nine Months EndedNine Months EndedFiscal Year Ended
June 30,June 30,September 30,October 1,
2023202320222021
Cash and cash equivalents
$30,000 $14,248 $23,736 $41,106 
Working Capital(a)
672,042 656,290 585,086 548,602 
Total property and equipment, net
652,388 652,388 649,599 665,450 
Total Assets
3,169,800 3,154,048 3,133,012 3,108,383 
Total Liabilities2,256,043 772,166 797,200 776,398 
Total parent’s equity
913,757 2,381,882 2,335,812 2,331,985 
__________________
(a)Working Capital represents Total current assets less Total current liabilities.
The tables below reconcile NewCo’s non-GAAP financial measures to the nearest financial measure that is in accordance with U.S. GAAP for the periods presented.
Adjusted Revenue (Non-GAAP financial measure)
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
June 30,September 30,June 30,July 1,September 30October 1,October 2,
Thousands of Dollars
2023202220232022202220212020
Revenue (U.S. GAAP)
$2,109,385 $2,687,005 $2,109,385 $2,003,832 $2,687,005 $2,456,577 $2,561,996 
Estimated Impact of 53rd Week(a)
— — — — — — (44,740)
Adjusted Revenue (Non-GAAP)(b)
$2,109,385 $2,687,005 $2,109,385 $2,003,832 $2,687,005 $2,456,577 $2,517,256 
__________________
(a)Adjustments to eliminate the estimated impact of a 53rd week of operations during fiscal 2020.
(b)Adjusted Revenue represents Revenue adjusted for the Estimated Impact of 53rd Week.
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Adjusted Operating Income (Non-GAAP financial measure)
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
June 30,September 30,June 30,July 1,September 30,October 1,October 2,
Thousands of Dollars
2023202220232022202220212020
Operating Income (U.S. GAAP)
$157,479 $188,244 $160,134 $161,665 $192,243 $96,239 $149,720 
Amortization of Acquired Intangibles(a)
19,505 25,902 19,505 19,394 25,902 25,012 24,849 
Severance and Other Charges(b)
4,672 — 4,672 — — 7,970 4,923 
Merger and Integration Related Charges(c)
— — — — — 22,169 24,576 
Separation Related Charges(d)
7,194 3,829 12,961 1,908 4,143 — — 
Estimated Impact of 53rd Week(e)
— — — — — — (2,885)
Gain, Losses, Settlements and Other Items(f)
157 24,926 157 (3,530)24,926 (4,816)(21,677)
Adjusted Operating Income (Non- GAAP)(g)
$189,007 $242,901 $197,429 $179,437 $247,214 $146,574 $179,506 
Operating Income Margin (U.S. GAAP)
7.5 %7.0 %7.6 %8.1 %7.2 %3.9 %5.8 %
Adjusted Operating Income Margin (Non-GAAP)(h)
9.0 %9.0 %9.4 %9.0 %9.2 %6.0 %7.1 %
__________________
(a)Adjustments to eliminate amortization expense recognized on acquisition-related intangible assets.
(b)Adjustments to eliminate severance expenses in the applicable period.
(c)Adjustments to eliminate merger and integration charges related to the AmeriPride acquisition, including costs for transitional employees and integration related consulting costs, charges related to plant consolidation, mainly asset write-downs, the implementation of a new laundry enterprise resource planning system and other expenses.
(d)Adjustments to eliminate charges related to the separation of AUS, including: (i) salaries and benefits; (ii) one-time expenses relating to recruiting and relocation costs, accounting and legal related expenses, information system separation and implementation costs, branding and other costs; and (iii) one-time pro forma expenses related to special grant of deferred stock units for director advisory services earned upon separation and distribution.
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
Thousands of Dollars
June 30, 2023September 30, 2022June 30, 2023July 1, 2022September 30, 2022
Salaries and Benefits
$— $— $5,767 $1,101 $1,434 
One-Time Expenses
7,194 2,709 7,194 807 2,709 
Pro Forma One-Time Expenses— 1,120 — — — 
Total Separation Related Charges
$7,194 $3,829 $12,961 $1,908 $4,143 
(e)Adjustments to eliminate the estimated impact of a 53rd week of operations during fiscal 2020.
(f)Adjustments to eliminate certain transactions that are not indicative of NewCo’s ongoing operational performance, primarily for non-cash charges for inventory write-downs to net realizable value, excess inventory and fixed asset write-offs related to personal protective equipment ($20.5 million for fiscal 2022), the impact of the change in fair value related to certain gasoline and diesel agreements ($0.5 million gain for the nine months ended June 30, 2023, $0.4 million gain for the nine months ended July 1, 2022, $5.8 million loss for fiscal 2022, $5.4 million gain for fiscal 2021 and $0.3 million loss for fiscal 2020), gain from the insurance proceeds received related to the impact of property damage from a tornado in Nashville ($3.1 million gain for the nine months ended July 1, 2022, $3.1 million gain for fiscal 2022 and $16.3 million gain for fiscal 2020), pension plan charges related to a withdrawal liability ($0.7 million in fiscal 2021), a favorable settlement related to a withdrawal liability obligation ($0.8 million for the nine months ended June 30, 2023 and $6.6 million for fiscal 2020), non-cash charges for the impairment of operating lease right-of-use assets and property and equipment related to certain real estate properties ($7.7 million for the nine months ended June 30, 2023), gain from the sale of land ($6.8 million for the nine months ended
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June 30, 2023), charges related to a legal settlement ($0.9 million for the nine months ended June 30, 2023 and $1.8 million for fiscal 2022) and other costs.
(g)Adjusted Operating Income represents Operating Income adjusted for Amortization Expense of Acquired Intangibles; Severance and Other Charges; Merger and Integration Related Charges; Separation Related Charges; Estimated Impact of 53rd Week; and Gain, Losses, Settlements and Other Items impacting comparability.
(h)Adjusted Operating Income Margin represents Adjusted Operating Income as a percentage of Adjusted Revenue.
Adjusted EBITDA (Non-GAAP financial measure)
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
June 30,September 30,June 30,July 1,September 30,October 1,October 2,
Thousands of Dollars
2023202220232022202220212020
Net Income (U.S. GAAP)
$52,810 $52,837 $119,186 $118,466 $141,679 $74,270 $111,647 
Provision for Income Taxes
18,209 17,485 41,216 40,391 48,280 23,089 37,867 
Interest Expense and Other, net86,460 117,922 (268)2,808 2,284 (1,120)206 
Depreciation and Amortization101,712 134,352 101,712 100,603 134,352 133,306 137,158 
EBITDA (Non-GAAP)(a)
259,191 322,596 261,846 262,268 326,595 229,545 286,878 
Share-Based Compensation11,580 17,398 11,580 12,888 17,398 15,427 6,818 
Severance and Other Charges(b)
4,672 — 4,672 — — 7,970 4,923 
Merger and Integration Related Charges(c)
— — — — — 22,169 24,576 
Separation Related Charges(d)
7,194 3,829 12,961 1,908 4,143 — — 
Estimated Impact of 53rd Week(e)
— — — — — — (2,885)
Gain, Losses, Settlements and Other Items(f)
157 24,926 157 (3,530)24,926 (4,816)(21,677)
Adjusted EBITDA (Non-GAAP)(g)
$282,794 $368,749 $291,216 $273,534 $373,062 $270,295 $298,633 
Net Income Margin (U.S. GAAP)
2.5 %2.0 %5.7 %5.9 %5.3 %3.0 %4.4 %
Adjusted EBITDA Margin (Non-GAAP)(h)
13.4 %13.7 %13.8 %13.7 %13.9 %11.0 %11.9 %
__________________
(a)EBITDA represents Net Income adjusted for Provision for Income Taxes; Interest Expense and Other, net; and Depreciation and Amortization.
(b)Adjustments to eliminate severance expenses in the applicable period.
(c)Adjustments to eliminate merger and integration charges related to the AmeriPride acquisition, including costs for transitional employees and integration related consulting costs, charges related to plant consolidation, mainly asset write-downs, the implementation of a new laundry enterprise resource planning system and other expenses.
(d)Adjustments to eliminate charges related to the separation of AUS, including: (i) salaries and benefits; (ii) one-time expenses relating to recruiting and relocation costs, accounting and legal related expenses, information system separation and implementation costs, branding
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and other costs; and (iii) one-time pro forma expenses related to special grant of deferred stock units for director advisory services earned upon separation and distribution.
Pro FormaHistorical
Nine Months EndedFiscal Year EndedNine Months EndedFiscal Year Ended
Thousands of Dollars
June 30, 2023September 30, 2022June 30, 2023July 1, 2022September 30, 2022
Salaries and Benefits
$— $— $5,767 $1,101 $1,434 
One-Time Expenses
7,194 2,709 7,194 807 2,709 
Pro Forma One-Time Expenses— 1,120 — — — 
Total Separation Related Charges
$7,194 $3,829 $12,961 $1,908 $4,143 
(e)Adjustments to eliminate the estimated impact of a 53rd week of operations during fiscal 2020.
(f)Adjustments to eliminate certain transactions that are not indicative of NewCo’s ongoing operational performance, primarily for non-cash charges for inventory write-downs to net realizable value, excess inventory and fixed asset write-offs related to personal protective equipment ($20.5 million for fiscal 2022), the impact of the change in fair value related to certain gasoline and diesel agreements ($0.5 million gain for the nine months ended June 30, 2023, $0.4 million gain for the nine months ended July 1, 2022, $5.8 million loss for fiscal 2022, $5.4 million gain for fiscal 2021 and $0.3 million loss for fiscal 2020), gain from the insurance proceeds received related to the impact of property damage from a tornado in Nashville ($3.1 million gain for the nine months ended July 1, 2022, $3.1 million gain for fiscal 2022 and $16.3 million gain for fiscal 2020), pension plan charges related to a withdrawal liability ($0.7 million in fiscal 2021), a favorable settlement related to a withdrawal liability obligation ($0.8 million for the nine months ended June 30, 2023 and $6.6 million for fiscal 2020), non-cash charges for the impairment of operating lease right-of-use assets and property and equipment related to certain real estate properties ($7.7 million for the nine months ended June 30, 2023), gain from the sale of land ($6.8 million for the nine months ended June 30, 2023), charges related to a legal settlement ($0.9 million for the nine months ended June 30, 2023 and $1.8 million for fiscal 2022) and other costs.
(g)Adjusted EBITDA represents EBITDA adjusted for Share-Based Compensation; Severance and Other Charges; Merger and Integration Related Charges; Separation Related Charges; Estimated Impact of 53rd Week; and Gain, Losses, Settlements and Other Items impacting comparability.
(h)Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted Revenue.
Free Cash Flow (Non-GAAP financial measure)
Historical
Nine Months EndedFiscal Year Ended
June 30,July 1,September 30,October 1,October 2,
Thousands of Dollars20232022202220212020
Net cash provided by operating activities (U.S. GAAP)
$143,937 $164,976 $232,847 $244,335 $231,291 
Purchases of Property and Equipment and Other(a)
(52,641)(46,428)(76,449)(90,138)(58,074)
Disposals of property and equipment(b)
10,968 6,263 7,316 2,706 26,640 
Free Cash Flow (Non-GAAP)(c)
$102,264 $124,811 $163,714 $156,903 $199,857 
__________________
(a)Adjustments for purchases of property and equipment and other.
(b)Adjustments for disposals of property and equipment.
(c)Free Cash Flow represents Net cash provided by operating activities adjusted for Purchases of Property and Equipment and Other and Disposals of property and equipment.
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RISK FACTORS
You should carefully consider the following risks and other information in this information statement in evaluating NewCo and NewCo common stock. Any of the following risks and uncertainties could materially adversely affect NewCo’s business, financial condition or results of operations.
Risks Related to NewCo’s Business
Operational Risks
Unfavorable economic conditions have in the past adversely affected, are currently adversely affecting and in the future could adversely affect NewCo’s business, financial condition or results of operations.
Unfavorable economic conditions may arise during times of national and international economic downturns, or may be attributed to natural disasters, calamities, public health crises, political unrest and global conflicts. Unfavorable economic conditions may also contribute to supply chain disruptions, geopolitical events, global energy shortages, major central bank policy actions including interest rate increases, public health crises or other factors. Unfavorable economic conditions could adversely affect the demand for NewCo’s products and services. For example, in the early stages of the COVID-19 pandemic, NewCo was negatively affected by reduced employment levels at its customers’ locations and declining levels of business and customer spending. In addition, adverse economic conditions, including increases in labor costs, labor shortages, higher materials and other costs, supply chain disruptions, inflation and other economic factors could increase NewCo’s costs of selling and providing the products and services it offers, which in turn could have a material adverse impact on its business, financial condition or results of operations. Moreover, the impact of inflation on various areas of NewCo’s business, including labor and product costs, has recently affected NewCo’s business, financial condition or results of operations, and NewCo may not be able to mitigate any future impacts of inflation by increases in pricing for NewCo’s goods and services. NewCo is unable to predict any future trends in the rate of inflation, and if (and to the extent that) NewCo is unable to recover higher costs in the event of future increases in inflation, such increases in inflation could adversely affect NewCo’s business, financial condition or results of operations.
Conditions or events that adversely affect NewCo’s current customers or sales prospects may cause such customers or prospects to restrict expenditures, reduce workforces or even to cease to conduct their businesses. Any of these circumstances would have the effect of reducing the number of employees utilizing NewCo’s uniform services, which could have a material adverse impact on NewCo’s business, financial condition or results of operations. In addition, financial distress and insolvency experienced by customers, especially larger customers, has in the past made it difficult and in the future could make it difficult for NewCo to collect amounts NewCo is owed and could result in the voiding, termination or modification of existing contracts. For example, in response to the changed circumstances caused by shutdowns earlier in the COVID-19 pandemic, NewCo worked with customers to renegotiate contracts in order to mitigate lost revenues caused by partial or full closure of customer premises. Similarly, financial distress or insolvency, if experienced by NewCo’s key vendors and service providers such as insurance carriers, could significantly increase NewCo’s costs.
Increases in fuel and energy costs could materially and adversely affect NewCo’s business, financial condition or results of operations.
The prices of fuel and energy to run NewCo’s vehicles, equipment and facilities are volatile and fluctuate based on factors outside of NewCo’s control. For example, the ongoing conflict between Russia and Ukraine has disrupted supply chains and caused increases in fuel prices. NewCo’s operating margins have been and may continue to be impacted by such increased fuel prices. Continuing or additional increases in fuel and energy costs could have a material adverse effect on NewCo’s result of operations.
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NewCo’s failure to retain its current customers, renew its existing customer contracts on comparable terms and obtain new customer contracts could adversely affect NewCo’s business, financial condition or results of operations.
NewCo’s success depends on its ability to retain its current customers, renew its existing customer contracts and obtain new business on commercially favorable terms. NewCo’s ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of its services, as well as NewCo’s ability to market these services effectively and differentiate itself from its competitors. In addition, customers are increasingly focused on and requiring NewCo to set targets and meet standards related to environmental sustainability matters, such as greenhouse gas emissions, packaging, waste and wastewater. When NewCo renews existing customer contracts, it is often on terms that are less favorable or less profitable for NewCo than the then-current contract terms. In addition, NewCo typically incurs substantial start-up and operating costs and experiences lower profit margin and operating cash flows in connection with the establishment of new business, and in periods with higher rates of new business, NewCo has experienced and expects to continue to experience negative impact to NewCo’s profit margin and its cash flows. There can be no assurance that NewCo will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing or that NewCo’s current customers will not turn to competitors, cease operations, elect to in-source or terminate contracts with NewCo. These risks may be exacerbated by current economic conditions due to, among other things, increased cost pressure at NewCo’s customers, tight labor markets and heightened competition in a contracted marketplace. The failure to renew a significant number of NewCo’s existing contracts, including on the same or more favorable terms, would have a material adverse effect on NewCo’s business, financial condition or results of operations, and the failure to obtain new business could have an adverse impact on NewCo’s growth and financial results.
Natural disasters, global calamities, climate change, political unrest and other adverse incidents beyond NewCo’s control could adversely affect NewCo’s business, financial condition or results of operations.
Natural disasters, including hurricanes and earthquakes, global calamities and political unrest have affected, and in the future could affect, NewCo’s business, financial condition or results of operations. In the past, due to more geographically isolated natural disasters, such as wildfires in the western United States and hurricanes and extreme cold conditions in the southern United States, NewCo experienced lost and closed customer locations, business disruptions and delays, the loss of inventory and other assets, and asset impairments. The effects of global climate change will likely increase the frequency and severity of such natural disasters and may also impact the availability of water resources, forests or other natural resources.
In addition, political unrest and global conflicts like the ongoing conflict between Russia and Ukraine have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets. While NewCo does not have direct operations within Russia or Ukraine, the conflict involving these nations has heightened the disruption to NewCo’s supply chain, triggered inflation in NewCo’s labor costs and may increase NewCo’s risk of cyberattacks. The impact of these global events on NewCo’s longer-term operational and financial performance will depend on future developments, NewCo’s response and governmental response to inflation, and the duration and severity of the conflict in Ukraine. Any terrorist attacks or incidents prompted by political unrest also may adversely affect NewCo’s revenue and operating results.
Competition in NewCo’s industry could adversely affect NewCo’s business, financial condition or results of operations.
The uniform apparel and workplace supply services industry is highly competitive. NewCo faces competition from major national competitors with significant financial resources. In addition, there are regional and local uniform suppliers whom NewCo believes have strong customer loyalty. The primary areas of competition within the industry are price, design, quality of products and quality of services. While many customers focus primarily on quality of service, uniform rental is also a price-sensitive service and if existing or future competitors seek to gain customers or accounts by reducing prices, NewCo may be required to lower prices, which would reduce its revenue and profits. NewCo’s industry competitors are also competitors for acquisitions, which may increase the cost of acquisitions or lower the number of potential targets. The uniform rental business requires investment capital for
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growth. Failure to maintain capital investment in this business would put NewCo at a competitive disadvantage. In addition, to maintain a cost structure that allows for competitive pricing, it is important for NewCo to source garments and other products internationally. To the extent NewCo is not able to effectively source such products internationally and gain the related cost savings, NewCo may be at a disadvantage in relation to some of its competitors. An increase in competition, from any of the foregoing or other sources, may require NewCo to reduce prices and/or result in reduced profits and loss of market share, which may have a material adverse impact on NewCo’s business and results of operations.
NewCo may be adversely affected if customers reduce their outsourcing or use of preferred vendors.
NewCo’s business and growth strategies depend in large part on the continuation of a current trend toward outsourcing services. Customers will outsource if they perceive that outsourcing may provide quality services at a lower overall cost and permit them to focus on their core business activities. NewCo cannot be certain this trend will continue or not be reversed or that customers that have outsourced functions will not decide to perform these functions themselves. Unfavorable developments with respect to either outsourcing or the use of preferred vendors could have a material adverse effect on NewCo’s business and results of operations.
Risks associated with NewCo’s suppliers and service providers could adversely affect NewCo’s business, financial condition or results of operations.
The raw materials NewCo uses in its business and the finished products NewCo sells are sourced from a variety of domestic and international suppliers. NewCo seeks to require its suppliers and service providers to comply with applicable laws and otherwise meet its quality and/or conduct standards. In addition, customer and stakeholder expectations regarding environmental, social and governance consideration for suppliers are evolving. NewCo’s ability to find qualified suppliers who meet its standards and to access raw materials and finished products in a timely and efficient manner is a challenge, especially with respect to suppliers located and goods sourced outside the United States.
Insolvency or business disruption experienced by suppliers could make it difficult for NewCo to source the items it needs to run its business. Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers’ failure to meet NewCo’s standards, labor problems experienced by NewCo’s suppliers, the availability of raw materials and labor to suppliers, cybersecurity issues, currency exchange rates, transport availability and cost, tariffs, inflation and other factors relating to the suppliers and the countries in which they are located are beyond NewCo’s control. Certain of NewCo’s raw materials and products (including NewCo’s mats) are currently and may in the future be limited to a single supplier, and if such a supplier faces any difficulty in supplying the materials or products, NewCo may not be able to find an alternative supplier in a timely manner or at all. Current global supply chain disruptions caused by the current macroeconomic environment, the COVID-19 pandemic and the Russia/Ukraine conflict have resulted, and may continue to result, in delivery delays as well as lower fill rates and higher substitution rates for a wide-range of products. While NewCo has continued to modify its business model in response to the current environment, including proactively managing inflation and global supply chain disruption, through supply chain initiatives and by implementing pricing, including pass-throughs, as appropriate, to cover incremental costs, there is no guarantee that NewCo will be able to continue to do so successfully or on comparable terms in the future if supply chain disruptions continue or worsen.
Domestic foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond NewCo’s control. If one of NewCo’s suppliers were to violate the law, or engage in conduct that results in adverse publicity, NewCo’s reputation may be harmed simply due to its association with that supplier. Drought, flood, natural disasters and other extreme weather events caused by climate change or other environmental conditions could also result in supply chain disruptions. These and other factors affecting NewCo’s suppliers and its access to raw materials and finished products could adversely affect NewCo’s business, financial condition or results of operations.
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NewCo’s contracts may be subject to challenge by its customers, which, if determined adversely, could affect NewCo’s business, financial condition or results of operations.
NewCo’s business is contract-intensive, and NewCo is party to many contracts with customers. From time to time, NewCo’s customers may challenge NewCo’s contract terms or NewCo’s interpretation of its contract terms. These challenges could result in disputes between NewCo and its customers. The resolution of these disputes in a manner adverse to NewCo’s interests could negatively affect revenue and operating results. If a large number of NewCo’s customer arrangements were modified in response to any such matter, the effect could be materially adverse to NewCo’s business, financial condition or results of operations.
NewCo’s expansion strategy involves risks.
NewCo may seek to acquire companies or interests in companies, or enter into joint ventures that complement its business. NewCo’s inability to complete acquisitions, integrate acquired companies successfully or enter into joint ventures may render NewCo less competitive. NewCo’s ability to engage in acquisitions, joint ventures and related business opportunities may be subject to additional limitations due to the separation. For additional information on the restrictions related to the separation, please see “—Risks Related to the Separation and Distribution—NewCo may be affected by restrictions under the tax matters agreement, including restrictions on its ability to engage in certain corporate transactions for a two-year period after the distribution, in order to avoid triggering significant tax-related liabilities” included elsewhere in this information statement.
At any given time, NewCo may be evaluating one or more acquisitions or engaging in acquisition negotiations. NewCo cannot be sure that it will be able to continue to identify acquisition candidates or joint venture partners on commercially reasonable terms or at all. If NewCo makes acquisitions, it also cannot be sure that any benefits anticipated from the acquisitions will actually be realized. Likewise, NewCo cannot be sure it will be able to obtain necessary financing for acquisitions. Such financing could be restricted by the terms of NewCo’s debt agreements or it could be more expensive than NewCo’s current debt. The amount of such debt financing for acquisitions could be significant and the terms of such debt instruments could be more restrictive than NewCo’s current covenants. In addition, NewCo’s ability to control the planning and operations of its joint ventures and other less than majority-owned affiliates may be subject to numerous restrictions imposed by the joint venture agreements and majority stockholders. NewCo’s joint venture partners may also have interests which differ from NewCo’s.
The process of integrating acquired operations into NewCo’s existing operations may result in operating, contract and supply chain difficulties, such as the failure to retain existing customers or attract new customers, maintain relationships with suppliers and other contractual parties, or retain and integrate acquired personnel. In addition, cost savings that NewCo expects to achieve, for example, from the elimination of duplicative expenses and the realization of economies of scale or synergies, may take longer than expected to realize or may ultimately be smaller than NewCo expects. Also, in connection with any acquisition, NewCo could fail to discover liabilities of the acquired company for which NewCo may be responsible as a successor owner or operator in spite of any investigation NewCo makes prior to the acquisition, or significant compliance issues which require remediation, resulting in additional unanticipated costs, risk creation and potential reputational harm. In addition, labor laws in certain countries may require NewCo to retain more employees than would otherwise be optimal from entities NewCo acquires. Such integration difficulties may divert significant financial, operational and managerial resources from NewCo’s existing operations and make it more difficult to achieve NewCo’s operating and strategic objectives, which could have a material adverse effect on NewCo’s business, financial condition or results of operations. Similarly, NewCo’s business depends on effective information technology and financial reporting systems. Delays in or poor execution of the integration of these systems could disrupt NewCo’s operations and increase costs, and could also potentially adversely impact the effectiveness of NewCo’s disclosure controls and internal controls over financial reporting.
Possible future acquisitions could also result in additional contingent liabilities and amortization expenses related to intangible assets being incurred, which could have a material adverse effect on NewCo’s business, financial condition or results of operations. In addition, goodwill and other intangible assets resulting from business combinations represent a significant portion of NewCo’s assets. If goodwill or other intangible assets were deemed to be impaired, NewCo would need to take a charge to earnings to write down these assets to their fair value.
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NewCo’s international business faces risks that could have an effect on NewCo’s business, financial condition or results of operations.
NewCo operates primarily in the United States and Canada. During fiscal 2022, approximately 91% of NewCo’s revenue was generated in the United States and approximately 9% of NewCo’s revenue was generated in Canada. In addition, NewCo operates manufacturing plants and a distribution center in Mexico that collectively employ approximately 2,000 personnel as of June 30, 2023. NewCo’s international operations are subject to risks that are different from those NewCo faces in the United States, including the requirement to comply with changing or conflicting national and local regulatory requirements and laws, as well as cybersecurity, data protection and supply chain laws; potential difficulties in staffing and labor disputes; managing and obtaining support and distribution for local operations; credit risk or financial condition of local customers; potential imposition of restrictions on investments; potentially adverse tax consequences, including imposition or increase of withholding, value-added tax (“VAT”) and other taxes on remittances and other payments by subsidiaries; foreign exchange controls; local political and social conditions; and the ability to comply with the terms of government assistance programs.
The operating results of NewCo’s international subsidiaries (which are currently primarily in Canada) are translated into U.S. dollars and such results are affected by movements in foreign currencies relative to the U.S. dollar. Recently, the strength of the U.S. dollar has generally increased as compared to other currencies (including the Canadian dollar), which has had, and may continue to have, an adverse effect on NewCo’s operating results as reported in U.S. dollars.
NewCo owns and operates facilities in Mexico. Violence, crime and instability in Mexico may have an adverse effect on NewCo’s operations. NewCo is not insured against such criminal attacks and there can be no assurance that losses that could result from an attack on NewCo trucks or personnel would not have a material adverse effect on NewCo’s business, financial condition or results of operations.
NewCo may continue to consider opportunities to develop its business in emerging countries over the long term. Emerging international operations present several additional risks, including greater fluctuation in currencies relative to the U.S. dollar; economic and governmental instability; civil disturbances; volatility in gross domestic production; and nationalization and expropriation of private assets.
There can be no assurance that the foregoing factors will not have a material adverse effect on NewCo’s international operations or on NewCo’s consolidated financial condition and results of operations.
The ultimate scale and scope of recurring outbreaks stemming from the COVID-19 pandemic and the pace and degree of recovery are unknown and may continue to impact NewCo’s business for an extended period. The overall impact on NewCo’s business, financial condition and results of operations has been material and it may continue to be material.
The COVID-19 pandemic has disrupted, and it may in the future disrupt, NewCo’s business and has materially affected, and may in the future affect, results of operations and/or financial condition. The COVID-19 pandemic and the pace of recovery has in the past adversely impacted NewCo’s business and financial condition in specific ways, and it may continue to do so, including its impact on: NewCo’s ability to maintain sufficient qualified personnel due to employee illness, quarantine, willingness to return to work, vaccine and/or testing mandates, face coverings and other safety requirements, general scarcity of employees, or other restrictions; the financial health of NewCo’s customers and their demand and ability to pay for certain of its services; legal actions or proceedings related to COVID-19; the pace of return of employees to places where NewCo provides services; the pace at which customers resume certain services; and NewCo’s ability to maintain a cost-effective supply chain as COVID-19 may continue to adversely affect NewCo’s suppliers and distributors.
The duration and extent of the impact from COVID-19 depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of different variants, the extent and effectiveness of governmental responses and other preventative treatment and containment actions, including the distribution and acceptance of vaccines, availability of testing, shifts in behavior going forward and the impact of these and other factors on NewCo’s employees, customers, suppliers and partners. In addition, even after the
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COVID-19 pandemic subsides, any permanent increase in and acceptance of remote and hybrid working arrangements may continue to adversely impact NewCo’s revenues and business model. There is the risk that certain mitigation and cost-saving initiatives to date may not be sustainable or repeatable, or that the effects of COVID-19 may be different than what NewCo has experienced thus far, including permanent closures of customer facilities or reductions in service offerings. Further, while NewCo has benefited from government assistance programs to date, there is no assurance that such programs will be available in the future. For more information on the impact of COVID-19 on NewCo’s business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Labor-Related Risks
NewCo’s business may suffer if it is unable to hire and retain sufficient qualified personnel or if labor costs increase.
NewCo believes much of its future growth and success depends on the continued availability, service and well-being of entry level personnel. NewCo has had and may continue to have difficulty in hiring and retaining qualified personnel, particularly at the entry level. NewCo will continue to have significant requirements to hire such personnel. At times when the United States or other geographic regions experience reduced levels of unemployment or a general scarcity of labor like has been seen in recent periods, there may be a shortage of qualified workers at all levels. Given that NewCo’s workforce requires large numbers of entry level and skilled workers and managers, low levels of unemployment when such conditions exist, a general difficulty finding sufficient employees or mismatches between the labor markets and NewCo’s skill requirements can compromise NewCo’s ability in certain areas of its businesses to continue to provide quality service or compete for new business. NewCo is also impacted by the costs and other effects of compliance with U.S. and international regulations affecting its workforce. These regulations are increasingly focused on employment issues, including wage and hour, healthcare, immigration, retirement and other employee benefits and workplace practices. Compliance and claims of non-compliance with these regulations could result in liability and expense to NewCo. Competition for labor has at times resulted in wage increases in the past and future competition could substantially increase NewCo’s labor costs. Due to the labor-intensive nature of NewCo’s businesses, a shortage of labor or increases in wage levels in excess of normal levels could have a material adverse effect on NewCo’s business, financial condition or results of operations.
Continued or further unionization of NewCo’s workforce may increase NewCo’s costs and work stoppages could damage NewCo’s business.
As of June 30, 2023, approximately 10,500 of NewCo’s employees were represented by labor unions and covered by over 200 collective bargaining agreements with various terms and dates of expiration. There can be no assurance that any current or future issues with NewCo employees will be resolved or that NewCo will not encounter future strikes, work stoppages or other disputes with labor unions or NewCo employees. A work stoppage or other limitations on NewCo’s operations and facilities for any reason could have an adverse effect on NewCo’s business, financial condition or results of operations.
The continued or further unionization of NewCo’s workforce could increase NewCo’s overall costs and adversely affect NewCo’s flexibility to run its business in the most efficient manner, to remain competitive and acquire new business. In addition, any significant increase in the number of work stoppages at any of NewCo’s operations could adversely affect NewCo’s business, financial condition or results of operations.
NewCo may incur significant liability as a result of its participation in multiemployer-defined benefit pension plans.
A number of NewCo’s locations operate under collective bargaining agreements. Under some of these agreements, NewCo is obligated to contribute to multiemployer-defined benefit pension plans. As a contributing employer to such plans, should NewCo trigger either a “complete” or “partial” withdrawal, or should the plan experience a “mass” withdrawal, NewCo could be subject to withdrawal liability for its proportionate share of any unfunded vested benefits which may exist for the particular plan. In addition, if a multiemployer-defined benefit pension plan fails to satisfy the minimum funding standards, NewCo could be liable to increase its contributions to meet minimum funding standards. Also, if another participating employer withdraws from the plan or experiences
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financial difficulty, including bankruptcy, NewCo’s obligation could increase. The financial status of a small number of the plans to which NewCo contributes has deteriorated in the recent past and continues to deteriorate. NewCo proactively monitors the financial status of these and the other multiemployer-defined benefit pension plans in which it participates. In addition, any increased funding obligations for underfunded multiemployer-defined benefit pension plans could have an adverse financial impact on NewCo.
Legal, Regulatory, Safety and Security Risks
If NewCo fails to comply with requirements imposed by applicable law or other governmental regulations, it could become subject to lawsuits, investigations and other liabilities and restrictions on its operations that could significantly and adversely affect NewCo’s business, financial condition or results of operations.
NewCo is subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of NewCo’s business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, tax codes, antitrust and competition laws, customer protection statutes, procurement regulations, intellectual property laws, supply chain laws, the Foreign Corrupt Practices Act and anti-corruption laws, lobbying laws, motor carrier safety laws and data privacy and security laws. NewCo is from time to time subject to varied and changing rules and regulations at the federal, state, international, national, provincial and local level, including vaccine and testing mandates, capacity limitations and cleaning and sanitation standards, which may in the future impact NewCo’s operations across customer locations and business sectors.
From time to time, government agencies have conducted reviews and audits of certain of NewCo’s practices as part of routine inquiries of providers of services under government contracts, or otherwise. Like others in its business, NewCo also receives requests for information from government agencies in connection with these reviews and audits.
While NewCo attempts to comply with all applicable laws and regulations, there can be no assurance that NewCo is in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that it will be able to comply with any future laws, regulations or interpretations of these laws and regulations.
Government agencies may make changes in the regulatory frameworks within which NewCo operates that may require NewCo to incur substantial increases in costs in order to comply with such laws and regulations. For example, during the outbreak of the COVID-19 pandemic, businesses, such as NewCo, were subject to new, varied and evolving rules and regulations at all levels of government, including vaccine and testing mandates, capacity limitations, cleaning and sanitation standards and travel restrictions, which have impacted, and may in the future, materially impact NewCo’s operations.
If NewCo fails to comply with applicable laws and regulations, including those referred to above, NewCo may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, disgorgements or debarments from government contracts or the loss of the ability to operate its motor vehicles. The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on NewCo’s business, financial condition or results of operations and cause reputational harm.
Environmental regulations may subject NewCo to significant liability and limit NewCo’s ability to grow.
NewCo uses and manages chemicals and hazardous materials as part of its operations. NewCo is subject to various environmental protection laws and regulations, including the United States Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar local, provincial, state, federal and international laws and regulations governing the use, treatment, management, transportation and disposal of wastes and hazardous materials. NewCo is mindful of the environmental concerns surrounding the use, treatment, management, transportation and disposal of these chemicals and hazardous materials, and has taken and continues to take measures to comply with environmental protection laws and regulations.
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In particular, industrial laundries generate wastewater, air emissions and related wastes as part of operations relating to the laundering of garments and other merchandise. Residues removed from soiled garments and other merchandise laundered at NewCo’s facilities and from detergents and chemicals used in NewCo’s wash process may be contained in discharges to air and water (through sanitary sewer systems and publicly owned treatment works) and in waste generated by NewCo’s wastewater treatment systems. Similar to other companies in its industry, NewCo’s industrial laundries are subject to certain air and water pollution discharge limits, monitoring, permitting and recordkeeping requirements.
NewCo also owns or operates a limited number of aboveground and underground storage tank systems at some locations to store petroleum or propane for use in NewCo’s operations. Certain of these storage tank systems are subject to performance standards, periodic monitoring and recordkeeping requirements. NewCo also uses and manages hazardous materials, chemicals and wastes in its operations from time to time. In the course of NewCo’s business, NewCo may be subject to penalties and fines and reputational harm for non-compliance with environmental protection laws and regulations, and NewCo may settle, or contribute to the settlement of, actions or claims relating to the handling and disposal of wastes or hazardous materials. NewCo may, in the future, be required to expend material amounts to rectify the consequences of any such events.
In addition, changes to environmental laws may subject NewCo to additional costs or cause NewCo to change aspects of its business. In particular, new laws and regulations related to climate change (including, but not limited to, certain requirements relating to the disclosure of greenhouse gas emissions and associated business risks), could affect NewCo’s operations or result in significant additional expense and operating restrictions on NewCo. Under environmental laws, NewCo may be liable for the costs of removal or remediation of certain hazardous materials located on or in or migrating from its owned or leased property or located at sites to which it has sent waste for off-site disposal, as well as related costs of investigation and property damage. Such laws may impose liability without regard to NewCo’s fault, knowledge, or responsibility for the presence of such hazardous materials. There can be no assurance that locations that NewCo owns, leases, or otherwise operates, or that NewCo may acquire in the future, have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon NewCo under such laws or expose NewCo to third-party actions such as tort suits. In addition, such regulations may limit NewCo’s ability to identify suitable sites for new or expanded facilities. In connection with NewCo’s present or past operations and the present or past operations of AUS, including those by companies that AUS has acquired, hazardous substances may migrate from properties on which NewCo operates or which were operated by NewCo’s predecessors or companies AUS acquired to other properties. NewCo may be subject to significant liabilities to the extent that human health is adversely affected or the value of such properties is diminished by such migration.
On a quarterly basis, NewCo assesses each of its environmental sites to determine whether the costs of investigation and remediation of environmental conditions are probable and can be reasonably estimated as well as the adequacy of its accruals with respect to such costs. There can be no assurance that NewCo’s accruals with respect to its environmental sites will be sufficient or that the costs of remediation and investigation will not substantially exceed its accruals as new facts, circumstances or estimates arise.
Increases or changes in income tax rates or laws relating to tax matters could adversely impact NewCo’s financial results.
NewCo is subject to income taxes, as well as non-income-based taxes, in both the United States and the foreign jurisdictions within which it conducts business (currently primarily Canada and Mexico). Changes in tax laws or regulations in the jurisdictions in which NewCo does business could increase NewCo’s effective tax rate, restrict NewCo’s ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions on NewCo’s current practices and reduce NewCo’s net income and adversely affect NewCo’s cash flows.
Additionally, at any point in time, NewCo may be under examination for income-based, sales-based, payroll, or other non-income taxes. NewCo regularly assesses the likelihood of adverse outcomes resulting from these audits to determine the adequacy of its provision for income taxes. Although NewCo believes that its current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary
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for any such exposures. Any increase in the amount of taxation incurred as a result of challenges to NewCo’s tax filing positions could result in a material adverse effect on NewCo’s business, consolidated results of operations and consolidated financial condition.
Changes in tax laws or tax rulings may have a significant adverse impact on NewCo’s effective tax rate. Considering the unpredictability of possible changes to the United States or foreign tax laws and regulations and their potential interdependency, it is very difficult to predict the cumulative effect of such tax laws and regulations on NewCo’s results of operations and cash flow, but such laws and regulations (and changes thereto) could adversely impact its financial results.
NewCo’s operations and reputation may be adversely affected by disruptions to or breaches of NewCo’s information systems or if NewCo’s data is otherwise compromised.
NewCo is increasingly utilizing information technology systems, including with respect to administrative functions, financial and operational data, ordering, point-of-sale processing and payment and the management of NewCo’s supply chain, to enhance the efficiency of its business and to improve the overall experience of NewCo’s customers. NewCo maintains confidential, proprietary and personal information about, or on behalf of, its potential, current and former customers, employees and other third parties in these systems or engages third parties in connection with storage and processing of this information. Such information includes employee, customer and third-party data, including credit card numbers, social security numbers, healthcare information and other personal information.
NewCo’s systems and the systems of its vendors and other third parties are subject to damage or interruption from power outages, computer or telecommunication failures, computer viruses, catastrophic events and implementation delays or difficulties, as well as usage errors by NewCo’s employees or third-party service providers. These systems are also vulnerable to an increasing threat of rapidly evolving cyber-based attacks, including malicious software, attempts to deny access to systems or networks, attempts to gain unauthorized access to data, including through phishing emails, attempts to fraudulently induce employees or others to disclose information, the exploitation of software and operating vulnerabilities and physical device tampering/skimming at card reader units. The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, may be difficult to detect for a long time and often are not recognized until after an attack is launched or occurs. As a result, NewCo and such third parties may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, NewCo or such third parties may decide to upgrade existing information technology systems from time to time to support the needs of its business and growth strategy and the risk of system disruption is increased when significant system changes are undertaken.
Aramark has maintained and NewCo intends to maintain a global cybersecurity program governed by an information security management system aligned with ISO27001. NewCo will establish and maintain a cross-functional Cyber Governance Committee that will be responsible for prioritizing and managing evolving cyber risks. During the normal course of business, NewCo has experienced and expects to continue to experience cyber-based attacks and other attempts to compromise its information systems, although none, to NewCo’s knowledge, has had a material adverse effect on NewCo’s business, financial condition or results of operations.
Any damage to, or compromise or breach of, NewCo’s systems or the systems of its vendors could impair NewCo’s ability to conduct its business, result in transaction errors, result in corruption or loss of accounting or other data, which could cause delays in NewCo’s financial reporting, and result in a violation of applicable privacy and other laws, significant legal and financial exposure, reputational damage, adverse publicity and a loss of confidence in NewCo’s security measures. Any such event could cause NewCo to incur substantial costs, including costs associated with systems remediation, customer protection, litigation, lost revenue or the failure to retain or attract customers following an attack. The failure to properly respond to any such event could also result in similar exposure to liability. While NewCo maintains insurance coverage that may cover certain aspects of cyber risks, such insurance coverage may be unavailable or insufficient to cover all losses or all types of claims that may arise. Further, as cybersecurity risks evolve, such insurance may not be available to NewCo on commercially reasonable terms or at all. The occurrence of some or all of the foregoing could have a material adverse effect on NewCo’s results of operations, financial condition, business and reputation.
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NewCo is subject to numerous laws and regulations in the United States and internationally as well as contractual obligations and other security standards, each designed to protect the personal information of customers, employees and other third parties that NewCo collects and maintains. These laws and regulations are evolving to match changes in cyber-attacks and protection programs, which require NewCo to review and amend the legal framework it has in place.
Because NewCo accepts debit and credit cards for payment from customers, NewCo is also subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard. In certain circumstances, payment card association rules and obligations make NewCo liable to payment card issuers if information in connection with payment cards and payment card transactions that NewCo holds is compromised, the liabilities for which could be substantial.
These laws, regulations and obligations are increasing in complexity and number, change frequently and may be inconsistent across the various jurisdictions in which NewCo operates. Additionally, the federal government and some states have adopted, are considering or in the future may adopt similar data protection laws. NewCo’s systems and the systems maintained or used by third parties and service providers to process data on NewCo’s behalf may not be able to satisfy these changing legal and regulatory requirements, or may require significant additional investments or time to do so. If NewCo fails to comply with these laws or regulations, it could be subject to significant litigation, monetary damages, regulatory enforcement actions or fines in one or more jurisdictions and NewCo could experience a material adverse effect on its results of operations, financial condition and business.
NewCo expects that stakeholder expectations relating to environmental, social and governance (“ESG”) considerations may expose NewCo to liabilities, increased costs, reputational harm and other adverse effects on NewCo’s business.
NewCo, along with many governments, regulators, investors, employees, customers and other stakeholders, is increasingly focused on ESG considerations relating to NewCo’s business, including greenhouse gas emissions, human and civil rights and diversity, equity and inclusion. New laws and regulations in these areas have been proposed and may be adopted, and the criteria used by regulators and other relevant stakeholders to evaluate NewCo’s ESG practices, capabilities and performance may change rapidly, which in each case could require NewCo to undertake costly initiatives or operational changes. Non-compliance with these emerging rules or standards or a failure to address regulator, stakeholder and societal expectations may result in potential cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, suppliers and commercial partners, failure to retain and attract talent, lower valuation and higher investor activism activities. In addition, NewCo may make statements about NewCo’s ESG goals and initiatives through periodic financial and non-financial reports, information provided on NewCo’s website, press statements and other communications. Managing these considerations and implementing these goals and initiatives involves risks and uncertainties, including increased costs, requires investments and often depends on third-party performance or data that is outside NewCo’s control. NewCo cannot guarantee that it will achieve any ESG goals and initiatives it may announce, satisfy all stakeholder expectations, or that the benefits of implementing or achieving these goals and initiatives will not surpass their projected costs. Any failure, or perceived failure, to achieve ESG goals and initiatives, as well as to manage ESG risks, adhere to public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against NewCo and materially adversely affect NewCo’s business, financial condition or results of operations.
NewCo is subject to legal proceedings that may adversely affect its business, financial condition or results of operations.
NewCo is subject to various litigation claims and legal proceedings arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. Certain of these lawsuits or potential future lawsuits, if decided adversely to NewCo or settled by NewCo, may result in liability and expense material to NewCo’s consolidated financial condition and consolidated results of operations. See “Business—Legal Proceedings.”
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Risks Related to the Separation and Distribution
NewCo has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.
The historical information about NewCo in this information statement refers to AUS as operated by and integrated with Aramark. The historical and pro forma financial information of NewCo included in this information statement is derived from the Combined Financial Statements and accounting records of Aramark. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that NewCo would have achieved as a separate, publicly traded company during the periods presented or those that NewCo will achieve in the future primarily as a result of the factors described below:
•Generally, NewCo’s working capital requirements and capital for its general corporate purposes, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Aramark. Following the completion of the distribution, NewCo’s results of operations and cash flows may be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.
•Prior to the distribution, NewCo’s business has been operated by Aramark as part of its broader corporate organization, rather than as an independent company. Aramark or one of its affiliates performed various corporate functions for NewCo, such as legal, treasury, accounting, auditing, human resources, investor relations and finance. NewCo’s historical and pro forma financial results reflect allocations of corporate expenses from Aramark for such functions, which are likely to be less than the expenses NewCo would have incurred had it operated as a separate publicly traded company.
•Currently, NewCo’s business is integrated with the other businesses of Aramark. Historically, this business shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Aramark has sought to minimize the impact on NewCo when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future.
•As a current part of Aramark, NewCo’s business currently takes advantage of Aramark’s overall size and scope to procure more advantageous arrangements. After the distribution, as a standalone company, NewCo may be unable to obtain similar arrangements to the same extent as Aramark did, or on terms as favorable as those Aramark obtained, prior to completion of the distribution.
•After the completion of the distribution, the cost of capital for NewCo’s business may be higher than Aramark’s cost of capital prior to the distribution.
•NewCo’s historical financial information does not reflect the debt that NewCo will incur as part of the distribution.
•As an independent public company, NewCo will separately become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and will be required to prepare its standalone financial statements according to the rules and regulations required by the SEC. These reporting and other obligations will place significant demands on NewCo’s management and administrative and operational resources. Moreover, to comply with these requirements, NewCo anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. NewCo expects to incur additional annual expenses related to these steps, and those expenses may be significant. If NewCo is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with financial
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reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.
Other significant changes may occur in NewCo’s cost structure, management, financing and business operations as a result of operating as a company separate from Aramark. For additional information about the past financial performance of its business and the basis of presentation of the historical Combined Financial Statements and the Unaudited Pro Forma Condensed Combined Financial Statements of its business, see “Unaudited Pro Forma Condensed Combined Financial Information,” “Information Statement Summary—Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical Combined Financial Statements and accompanying notes included elsewhere in this information statement.
Following the separation, NewCo’s financial profile will change, and it will be a smaller, less diversified company than Aramark prior to the separation.
The separation will result in NewCo being a smaller, less diversified company than Aramark. As a result, NewCo may be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition or results of operations. In addition, the diversification of NewCo’s revenues, costs and cash flows will diminish as a standalone company, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the separation, NewCo may also lose capital allocation efficiency and flexibility, as NewCo will no longer have access to cash flow from Aramark to fund NewCo’s business.
NewCo will incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations. Please refer to the section entitled “—NewCo will incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations” included elsewhere in this information statement for additional information regarding NewCo’s leverage upon completion of the separation.
NewCo may not achieve some or all of the expected benefits of the separation.
NewCo may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others: (1) permitting each of Aramark and NewCo to more effectively pursue the distinct operating priorities and strategies of their respective businesses; (2) permitting each of Aramark and NewCo to allocate financial resources to meet the unique needs of its own business, which will allow each company to intensify its focus on its distinct strategic priorities and to more effectively pursue its own distinct capital structures and capital allocation strategies; (3) allowing each of Aramark and NewCo to more effectively articulate a clear investment thesis to attract a long-term investor base suited to its business and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities; (4) creating an independent equity security for NewCo, affording NewCo direct access to the capital markets and enabling it to use its own industry-focused stock to consummate future acquisitions or other transactions; and (5) permitting each of Aramark and NewCo to more effectively recruit, retain and motivate employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance and allow incentive structures and targets at each company to be better aligned with each underlying business.
NewCo may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (1) the separation will demand significant management resources and require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing NewCo’s business; (2) following the separation, NewCo may be more susceptible to market fluctuations and other adverse events than if it were still a part of Aramark because NewCo’s business will be less diversified than Aramark’s businesses prior to the completion of the separation; (3) after the separation, as a standalone company, NewCo may be unable to obtain certain goods, services and technologies at prices or on terms as favorable as those Aramark obtained prior to completion of the separation; (4) the separation may require NewCo to pay costs that could be substantial and
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material to its financial resources, including accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management and personnel new to NewCo, tax costs and costs to separate information systems; (5) under the terms of the tax matters agreement that NewCo will enter into with Aramark, it will be restricted from taking certain actions that could cause the distribution or certain related transactions to fail to qualify as tax-free to Aramark and Aramark stockholders, or could result in certain other taxes to Aramark, and these restrictions may limit NewCo for a period of time from pursuing certain strategic transactions and equity issuances or engaging in other transactions that might increase the value of its business; and (6) the contractual arrangements between NewCo and Aramark may be on less favorable terms than the existing intercompany arrangements from which AUS benefits, and such arrangements may be inadequate to provide for the ongoing operation and growth of NewCo’s business. If NewCo fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, it could have a material adverse effect on its competitive position, cash flows and its business, financial condition or results of operations.
If NewCo is unable to replace the services that Aramark currently provides to AUS on terms that are at least as favorable to NewCo as the terms on which Aramark is providing such services, NewCo’s business, financial condition or results of operations could be adversely affected.
NewCo will engage in the process of creating its own, or engaging third parties separate from Aramark to provide, systems and services to replace many of the systems and services that Aramark currently provides to AUS, including, for example, information technology infrastructure and systems and accounting and reporting systems. NewCo may incur temporary interruptions in business operations if it cannot transition effectively from Aramark’s existing operating systems, databases and programming languages that support these functions to its own systems. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt NewCo’s business operations and have a material adverse effect on its profitability. In addition, NewCo’s costs for the operation of these systems may be higher than the amounts reflected in its historical Combined Financial Statements.
NewCo’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it will be subject as a standalone publicly traded company following the distribution.
NewCo’s financial results previously were included within the consolidated results of Aramark. NewCo was not directly subject to the reporting and other requirements of the Exchange Act. As a result of the distribution, NewCo will be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of its internal control over financial reporting and a report by its independent registered public accounting firm addressing these assessments. These reporting and other obligations will place significant demands on NewCo’s management and administrative and operational resources, including accounting resources.
Moreover, to comply with these requirements, NewCo anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. NewCo expects to incur additional annual expenses related to these steps, and those expenses may be significant. If NewCo is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on its cash flows and its business, financial condition or results of operations.
Following the separation, NewCo will reposition its brand to remove the Aramark name, which could adversely affect its ability to attract and maintain customers.
AUS has historically marketed its products and services using the “Aramark” name and logo, which is a globally recognized brand with a strong reputation for high-quality products and services. Following the separation, subject to limited exceptions, NewCo may reposition its brand and update, as applicable, its products and services
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using the “NewCo” name or other names and marks and remove the “Aramark” name and logo on its products and to discontinue its use in connection with its service offerings. These new names and brands may not benefit from the same recognition and association with product quality as the Aramark name, which could adversely affect NewCo’s ability to attract and maintain its customers, who may prefer to use products with a stronger brand identity.
NewCo will incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.
NewCo is expected to complete one or more financing transactions on or prior to the completion of the distribution. Approximately $1,472 million of the proceeds of such financings are expected to be used to distribute cash to Aramark. As a result of such transactions, NewCo anticipates having approximately $1,500 million of indebtedness upon completion of the distribution. On the distribution date, NewCo expects to enter into senior secured financing with a syndicate of banks, financial institutions and/or other institutional lenders, with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent, in an expected aggregate amount of $1,800 million, consisting of the Term Loan Facilities and the Revolving Credit Facility. The Term Loan Facilities are expected to mature no more than five years from the date thereof. Interest on the loans under the Credit Facilities is expected to be calculated by reference to SOFR or an alternative base rate, plus an applicable margin, which in the case of any SOFR loan will include a customary spread adjustment. NewCo may also incur additional indebtedness in the future.
This significant amount of debt could potentially have important consequences to NewCo and its debt and equity investors, including:
•requiring a substantial portion of its cash flow from operations to make interest payments, thereby reducing NewCo’s ability to use its cash flow to fund operations, capital expenditures and future business opportunities;
•making it more difficult to satisfy debt service and other obligations;
•increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;
•increasing its vulnerability to general adverse economic and industry conditions;
•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;
•limiting NewCo’s flexibility in planning for, or reacting to, changes in its business and the industry;
•limiting NewCo’s ability to adjust to changing market conditions and placing NewCo at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and
•limiting NewCo’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
To the extent that NewCo incurs additional indebtedness, the foregoing risks could increase. In addition, NewCo’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and NewCo may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt.
NewCo may be affected by restrictions under the tax matters agreement, including restrictions on its ability to engage in certain corporate transactions for a two-year period after the distribution, in order to avoid triggering significant tax-related liabilities.
Under current U.S. federal income tax law, a spin-off that otherwise qualifies for tax-free treatment can be rendered taxable to the parent corporation and its stockholders as a result of certain post-spin-off transactions, including certain acquisitions of shares or assets of the spun-off corporation. Under the tax matters agreement that
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NewCo will enter into with Aramark, NewCo will be restricted from taking certain actions that could prevent the distribution and certain related transactions from being tax-free for U.S. federal income tax purposes. In particular, under the tax matters agreement, for the two-year period following the distribution, as described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Aramark—Tax Matters Agreement,” NewCo will be subject to specific restrictions on its ability to pursue or enter into acquisition, merger, sale and redemption transactions with respect to NewCo stock. These restrictions may limit NewCo’s ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business. In addition, under the tax matters agreement, NewCo may be required to indemnify Aramark and its affiliates against any tax-related liabilities incurred by them as a result of the acquisition of NewCo’s stock or assets, even if NewCo does not participate in or otherwise facilitate the acquisition. Furthermore, NewCo will be subject to specific restrictions on discontinuing the active conduct of its trade or business, the issuance or sale of stock or other securities (including securities convertible into NewCo stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business. Such restrictions may reduce NewCo’s strategic and operating flexibility. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with Aramark—Tax Matters Agreement.”
NewCo may be held liable to Aramark if it fails to perform under its agreements with Aramark, and the performance of such services may negatively affect NewCo’s business, financial condition or results of operations.
In connection with the separation, NewCo and Aramark will enter into various agreements, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement and other transaction agreements. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. If NewCo does not satisfactorily perform its obligations under these agreements, it may be held liable for any resulting losses suffered by Aramark, subject to certain limits. In addition, during the transition services periods under the transition services agreement, NewCo’s management and employees may be required to divert their attention away from its business in order to provide services to Aramark, which could adversely affect NewCo’s business.
NewCo’s agreements with Aramark may be on terms that are less beneficial to NewCo than the terms may have otherwise been from unaffiliated third parties.
The agreements that NewCo will enter into with Aramark in connection with the separation include the separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement and other transaction agreements. See “Certain Relationships and Related Party Transactions.” These agreements were prepared in the context of the separation while NewCo was still a wholly owned subsidiary of Aramark. Accordingly, during the period in which the terms of those agreements were prepared, NewCo did not have an independent Board of Directors or a management team that was independent of Aramark. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties.
If there is a determination that the distribution or certain related transactions are taxable for U.S. federal income tax purposes, Aramark and its stockholders could incur significant tax liabilities, and NewCo could incur significant liabilities pursuant to its indemnification obligations under the tax matters agreement.
It is a condition to the distribution that Aramark receive a private letter ruling from the IRS and opinions of its outside tax advisors, in each case, satisfactory to the Aramark Board of Directors, regarding certain U.S. federal income tax matters relating to the separation and distribution and which shall not have been withdrawn or rescinded. The receipt and continued effectiveness of the IRS private letter ruling and the opinions of outside tax advisors are separate conditions to the distribution, either or both of which may be waived by the Aramark Board of Directors in its sole and absolute discretion. The opinions of its outside tax advisors will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of Aramark and NewCo, including facts, assumptions, representations, statements and undertakings relating to the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions,
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representations and statements are or become inaccurate or incomplete, or if any such undertaking is not complied with, Aramark may not be able to rely on the opinions of its outside tax advisors, and the conclusions reached therein could be jeopardized.
Notwithstanding Aramark’s receipt of the opinions of its outside tax advisors, the IRS could determine on audit that the distribution or certain related transactions are taxable for U.S. federal income tax purposes if it determines that any of the facts, assumptions, representations, statements and undertakings upon which the opinions were based are incorrect or have been violated, or if it disagrees with any of the conclusions in the opinions. Accordingly, notwithstanding Aramark’s receipt of the opinions of its outside tax advisors, there can be no assurance that the IRS will not assert that the distribution or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes, or that a court would not sustain such a challenge. In the event the IRS were to prevail in such a challenge, Aramark and Aramark’s stockholders could incur significant tax liabilities. For a discussion of the U.S. federal income tax consequences of the distribution, see “Material U.S. Federal Income Tax Consequences.”
Under the tax matters agreement that NewCo will enter into with Aramark, NewCo generally will be required to indemnify Aramark for any taxes incurred by Aramark that arise as a result of (i) any representations made by NewCo being inaccurate, (ii) an acquisition of NewCo’s stock or assets or (iii) any other action undertaken or failure to act by NewCo. Any such indemnification could materially adversely affect NewCo’s business, financial condition or results of operations. For a more detailed discussion, see “Certain Relationships and Related Party Transactions—Agreements with Aramark—Tax Matters Agreement.”
The transfer to NewCo of certain contracts, permits and other assets and rights may require the consents, approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, NewCo may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business, financial condition or results of operations.
The separation and distribution agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Aramark or its subsidiaries to NewCo or its subsidiaries in connection with the separation. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties.
Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from NewCo, which, for example, could take the form of price increases. This could require NewCo to expend additional resources in order to obtain the services or assets previously provided under the contract, or require NewCo to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If NewCo is unable to obtain required consents or approvals, it may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to NewCo as part of its separation from Aramark, and NewCo may be required to seek alternative arrangements to obtain services and assets that may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could negatively affect NewCo’s cash flows and its business, financial condition or results of operations.
Until the distribution occurs, the Aramark Board of Directors has sole and absolute discretion to change the terms of the separation in ways which may be unfavorable to NewCo, including to determine not to effect the distribution at all.
On May 10, 2022, Aramark announced its plan to separate AUS into an independent, publicly traded company, NewCo. The distribution is subject to the satisfaction of certain conditions (or waiver by Aramark in its sole and absolute discretion), including that there shall be no other events or developments existing or having occurred that, in the judgment of the Aramark Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the separation, the distribution and the other related transactions. See “The Separation and Distribution—Conditions to the Distribution.” The separation is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions of Aramark’s markets, regulatory
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approvals or clearances, the uncertainty of the financial markets and challenges in executing the separation and distribution, could delay or prevent the completion of the proposed separation or distribution, or cause the separation and distribution to occur on terms or conditions that are different or less favorable than expected. If the distribution is completed and the Aramark Board of Directors waived any condition to the distribution, such waiver could have a material adverse effect on (i) Aramark’s and NewCo’s respective businesses, financial conditions or results of operations, (ii) the trading price of NewCo’s common stock or (iii) the ability of stockholders to sell their NewCo shares after the distribution, including, without limitation, as a result of (a) illiquid trading if the Aramark Board of Directors waived the condition relating to NewCo common stock having been accepted for listing and such common stock was not in fact accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution if the Board of Directors determined to waive the related condition and proceed with the distribution. Additionally, the Aramark Board of Directors, in its sole and absolute discretion, may decide not to proceed with the distribution at any time prior to the distribution date, which could have a material adverse effect on (i) Aramark’s and AUS’s respective business, financial condition or results of operations or (ii) the trading price of Aramark’s common stock.
No vote of Aramark stockholders is required in connection with the distribution. As a result, if the distribution occurs and you do not want to receive NewCo common stock in the distribution, your sole recourse will be to divest yourself of your Aramark common stock prior to the distribution date.
No vote of Aramark stockholders is required in connection with the distribution. Accordingly, if the distribution occurs and you do not want to receive NewCo common stock in the distribution, your only recourse will be to divest your Aramark common stock prior to the record date for the distribution or, following the record date, in the “regular-way” market for Aramark common stock before the distribution date.
Satisfaction of indemnification obligations following the distribution could have a material adverse effect on NewCo’s cash flows and its business, financial condition or results of operations.
Pursuant to the separation and distribution agreement and certain other agreements NewCo expects to enter into with Aramark in connection with the separation and distribution, Aramark will agree to indemnify NewCo for certain liabilities, and NewCo will agree to indemnify Aramark for certain liabilities as discussed further in “Certain Relationships and Related Party Transactions.” Indemnities that NewCo will be required to provide Aramark could negatively affect NewCo’s business.
The indemnity from Aramark may not be sufficient to protect NewCo against the full amount of such liabilities if, for example, Aramark is not able to fully satisfy its indemnification obligations. Moreover, even if NewCo ultimately succeeds in recovering from Aramark any amounts for which it is held liable, NewCo may be temporarily required to bear these losses itself, requiring NewCo to divert cash that would otherwise have been used in furtherance of its operating business. In addition, third parties could also seek to hold NewCo responsible for any of the liabilities that Aramark has agreed to retain. Each of these risks could have a material adverse effect on NewCo’s cash flows and its business, financial condition or results of operations.
There can be no assurance that NewCo will have access to the capital markets on terms acceptable to NewCo.
From time to time NewCo may need to access the long-term and short-term capital markets to obtain financing. Although NewCo believes that the sources of capital in place at the time of the separation will permit it to finance its operations for the foreseeable future on acceptable terms and conditions, NewCo’s access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to: (1) NewCo’s financial performance; (2) NewCo’s credit ratings or absence of a credit rating; (3) the liquidity of the overall capital markets; and (4) the state of the economy. There can be no assurance, particularly as a new company, that NewCo will have access to the capital markets on terms acceptable to it.
As an independent, publicly traded company, NewCo may not enjoy the same benefits that it did as a part of Aramark.
There is a risk that, by separating from Aramark, NewCo may become more susceptible to market fluctuations and other adverse events than it would have been if it was still a part of the current Aramark organizational structure.
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As part of Aramark, AUS has been able to enjoy certain benefits from Aramark’s operating diversity, size, purchasing power, cost of capital, and opportunities to pursue integrated strategies with Aramark’s other businesses. As an independent, publicly traded company, NewCo will not have the same benefits. Additionally, as part of Aramark, AUS has been able to leverage Aramark’s historical reputation, performance and brand identity to recruit and retain key personnel to run and operate NewCo’s business. As an independent, publicly traded company, NewCo will need to develop new strategies, and it may be more difficult for NewCo to recruit or retain such key personnel.
Risks Related to NewCo’s Common Stock and Organizational Documents
There is no assurance that an active trading market for NewCo common stock will develop or be sustained after the distribution and, following the distribution, the price of NewCo common stock may fluctuate significantly.
A public market for NewCo common stock does not currently exist. NewCo anticipates that on the third trading day prior to the distribution date, trading of shares of NewCo common stock will begin on a “when-issued” basis and will continue through the distribution date. However, NewCo cannot guarantee that an active trading market will develop or be sustained for NewCo common stock after the distribution, nor can NewCo predict the prices at which shares of NewCo common stock may trade after the distribution. Similarly, NewCo cannot predict the effect of the distribution on the trading prices of NewCo common stock or whether the combined market value of [          ] shares of NewCo common stock and one share of Aramark common stock will be less than, equal to or greater than the market value of one share of Aramark common stock prior to the distribution.
The prices at which shares of NewCo common stock trade may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant. The market price of NewCo common stock may fluctuate significantly due to a number of factors, some of which may be beyond NewCo’s control, including:
•actual or anticipated fluctuations in NewCo’s operating results;
•changes in earnings estimated by securities analysts or NewCo’s ability to meet those estimates;
•the operating and stock price performance of comparable companies;
•changes to the regulatory and legal environment under which NewCo operates;
•actual or anticipated fluctuations in commodities prices;
•analyst research reports, recommendation and changes in recommendations, price targets and withdrawals of coverage;
•whether NewCo common stock is included in stock market indices; and
•domestic and worldwide economic conditions.
A significant number of shares of NewCo common stock may be sold following the distribution, which may cause the NewCo stock price to decline.
Any sales of substantial amounts of NewCo common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of NewCo common stock to decline. Upon completion of the distribution, NewCo expects that it will have an aggregate of approximately [          ] shares of common stock issued and outstanding. Shares distributed to Aramark stockholders in the separation will generally be freely tradeable without restriction or further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), except for shares owned by NewCo’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.
NewCo cannot predict whether large amounts of NewCo common stock will be sold in the open market following the distribution. NewCo is also unable to predict whether a sufficient number of buyers of NewCo
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common stock to meet the demand to sell shares of NewCo common stock at attractive prices would exist at that time.
Your percentage of ownership in NewCo may be diluted in the future.
In the future, your percentage ownership in NewCo may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including any equity awards that NewCo will grant to its directors, officers and employees. NewCo employees will have stock-based awards that correspond to shares of NewCo common stock after the distribution as a result of conversion of their Aramark stock-based awards. Such awards will have a dilutive effect on NewCo’s earnings per share, which could adversely affect the market price of NewCo common stock. From time to time, NewCo will issue additional stock-based awards to its employees under its employee benefits plans.
NewCo cannot guarantee the timing, declaration, amount or payment of dividends on its common stock.
Following the separation and distribution, NewCo expects to pay cash dividends. However, the timing, declaration, amount and payment of any dividends following the separation and distribution will be within the discretion of NewCo’s Board of Directors, and will depend upon many factors, including NewCo’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of NewCo’s debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by NewCo’s Board of Directors. The aggregate amount of dividends paid by NewCo and Aramark may differ from historical dividends paid by Aramark due to, among other matters, changes in the level of cash generated by NewCo’s operations and changes in NewCo’s capital needs. Moreover, if NewCo determines to pay any dividend in the future, there can be no assurance that it will continue to pay such dividends or the amount of such dividends. For more information, see the section entitled “Dividend Policy.”
Anti-takeover provisions could enable NewCo’s Board of Directors to resist a takeover attempt by a third party and limit the power of its stockholders.
NewCo’s amended and restated certificate of incorporation and amended and restated bylaws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with NewCo’s Board of Directors rather than to attempt a hostile takeover. These provisions are expected to include, among others:
•until the third annual stockholder meeting following the distribution, NewCo’s Board of Directors will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors, which could have the effect of making the replacement of incumbent directors more time consuming and difficult;
•as long as the Board of Directors is classified, NewCo directors can be removed by stockholders only for cause;
•vacancies occurring on the Board of Directors can only be filled by a majority of the remaining members of NewCo’s Board of Directors or by a sole remaining director;
•for two years following the distribution, stockholders do not have the right to call a special meeting;
•stockholders do not have the ability to act by written consent;
•NewCo’s Board of Directors has the power to designate and issue, without any further vote or action by the NewCo stockholders, shares of preferred stock from time to time in one or more series; and
•stockholders have to follow certain procedures and notice requirements in order to present certain proposals or nominate directors for election at stockholder meetings.
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In addition, NewCo will be subject to Section 203 of the Delaware General Corporation Law, which could have the effect of delaying or preventing a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with persons that acquire, more than 15% of the outstanding voting stock of a Delaware corporation may not engage in a business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or any of its affiliates becomes the holder of more than 15% of the corporation’s outstanding voting stock.
NewCo believes these provisions will protect NewCo stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with NewCo’s Board of Directors and by providing the Board with more time to assess any acquisition proposal. These provisions are not intended to make NewCo immune from takeovers; however, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that NewCo’s Board of Directors determines is not in the best interests of NewCo and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors. See “Description of NewCo Capital Stock—Anti-Takeover Effects of Governance Provisions.”
In addition, an acquisition or further issuance of NewCo common stock could trigger the application of Section 355(e) of the Code, causing the distribution to be taxable to Aramark. For a discussion of Section 355(e) of the Code, see “Material U.S. Federal Income Tax Consequences.” Under the tax matters agreement, NewCo would be required to indemnify Aramark for the resulting tax, and this indemnity obligation might discourage, delay or prevent a change of control that NewCo stockholders may consider favorable.
NewCo’s amended and restated certificate of incorporation will designate the state courts within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by NewCo stockholders, which could discourage lawsuits against NewCo and its directors and officers.
NewCo’s amended and restated certificate of incorporation will provide that, unless NewCo (through approval of NewCo’s Board of Directors) consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (1) any derivative action brought on behalf of NewCo, (2) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of NewCo to NewCo or NewCo’s stockholders, (3) any action asserting a claim against NewCo or any director or officer or other employee of NewCo arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Delaware General Corporation Law (the “DGCL”) or NewCo’s amended and restated certificate of incorporation or amended and restated bylaws (as either may be amended from time to time), (4) any action asserting a claim against NewCo or any director or officer or other employee of NewCo governed by the internal affairs doctrine, which is a conflict of laws principle which recognizes that only one state should have the authority to regulate a corporation’s internal affairs or (5) any action as to which the DGCL (as it may be amended from time to time) confers jurisdiction on the Court of Chancery of the State of Delaware. If and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). This exclusive forum provision will apply to all covered actions, including any covered action in which the plaintiff chooses to assert a claim or claims under federal law in addition to a claim or claims under Delaware law. However, the exclusive forum provision will not apply to actions asserting only federal law claims under the Securities Act or the Exchange Act, regardless of whether the state courts in the State of Delaware have jurisdiction over those claims. Although NewCo believes the exclusive forum provision benefits it by providing increased consistency in the application of law in the types of lawsuits to which it applies, the provision may limit the ability of NewCo stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with NewCo or its directors or officers, and it may be costlier for NewCo stockholders to bring a claim in the Court of Chancery of the State of Delaware than other judicial forums, each of which may discourage such lawsuits against NewCo and its directors and officers.
Although NewCo’s amended and restated certificate of incorporation will include this exclusive forum provision, it is possible that a court could rule that this provision is inapplicable or unenforceable. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the
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specified types of actions or proceedings described above, NewCo may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect its business, financial condition or results of operations.
The combined post-separation value of one share of Aramark common stock and [          ] shares of NewCo common stock may not equal or exceed the pre-distribution value of one share of Aramark common stock.
As a result of the separation, the trading price of shares of Aramark common stock immediately following the separation may be different from the “regular-way” trading price of such shares immediately prior to the separation because the trading price of Aramark common stock will no longer reflect the value of AUS. There can be no assurance that the aggregate market value of a share of Aramark common stock and [          ] shares of NewCo common stock following the separation will be higher than, lower than or the same as the market value of a share of Aramark common stock if the separation did not occur.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This information statement and other materials Aramark and NewCo have filed or will file with the SEC (and oral communications that Aramark or NewCo may make) contain or incorporate by reference “forward-looking statements” within the meaning of the securities laws. All statements that reflect Aramark’s or NewCo’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Aramark’s or NewCo’s strategy for growth, future product development, regulatory approvals, competitive position and expenditures. These statements include, but are not limited to, statements related to Aramark’s or NewCo’s expectations regarding the impact of the ongoing COVID-19 pandemic, the performance of Aramark’s or NewCo’s business, Aramark’s or NewCo’s financial results, Aramark’s or NewCo’s operations, Aramark’s or NewCo’s liquidity and capital resources, the conditions in Aramark’s or NewCo’s industry and Aramark’s or NewCo’s growth strategy. In some cases, forward-looking statements can be identified by words such as “outlook,” “aim,” “anticipate,” “are or remain or continue to be confident,” “have confidence,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time, and actual results or outcomes may differ materially from those that Aramark or NewCo expected. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although each of Aramark and NewCo believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Such risks and uncertainties include, but are not limited to:
•unfavorable economic conditions;
•increases in fuel and energy costs;
•the failure to retain current customers, renew existing customer contracts and obtain new customer contracts;
•natural disasters, global calamities, climate change, new pandemics, sports strikes and other adverse incidents;
•competition in NewCo’s industry;
•increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of NewCo’s support services contracts;
•a determination by NewCo’s customers to reduce their outsourcing or use of preferred vendors;
•risks associated with suppliers from whom NewCo’s products are sourced;
•challenge of contracts by NewCo’s customers;
•NewCo’s expansion strategy and its ability to successfully integrate the businesses it acquires and costs and timing related thereto;
•currency risks and other risks associated with international operations, including compliance with a broad range of laws and regulations, including the United States Foreign Corrupt Practices Act;
•the COVID-19 pandemic’s impact on the United States and global economies, including particularly the customer sectors NewCo serves and governmental responses to the pandemic;
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•NewCo’s inability to hire and retain key or sufficient qualified personnel or increases in labor costs;
•continued or further unionization of NewCo’s workforce;
•liability resulting from NewCo’s participation in multiemployer-defined benefit pension plans;
•liability associated with noncompliance with applicable law or other governmental regulations;
•laws and governmental regulations including those relating to the environment, wage and hour and government contracting;
•increases or changes in income tax rates or tax-related laws;
•new interpretations of or changes in the enforcement of the government regulatory framework;
•a cybersecurity incident or other disruptions in the availability of NewCo’s computer systems or privacy breaches;
•the expected benefits and timing of the separation, and the risk that conditions to the separation will not be satisfied and/or that the separation will not be completed within the expected time frame, on the expected terms or at all;
•the risk of increased costs from lost synergies, costs of restructuring transactions and other costs incurred in connection with the separation;
•retention of existing management team members as a result of the separation;
•reaction of customers, employees and other parties to the separation, and the impact of the separation on each of NewCo’s and Aramark’s businesses;
•NewCo’s leverage;
•risks associated with expected financing transactions undertaken in connection with the separation and risks associated with indebtedness incurred in connection with the separation;
•any failure by Aramark to perform of its obligations under the various separation agreements to be entered into in connection with the separation and distribution;
•a determination by the IRS that the distribution or certain related transactions are taxable;
•the possibility that any consents or approvals required in connection with the separation will not be received or obtained within the expected time frame, on the expected terms or at all; and
•the impact of the separation on its businesses and the risk that the separation may be more difficult, time consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.
There can be no assurance that the separation, distribution or any other transaction described above will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under “Risk Factors” in this information statement. Any forward-looking statement speaks only as of the date on which it is made, and each of Aramark and NewCo assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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THE SEPARATION AND DISTRIBUTION
Background
On May 10, 2022, Aramark announced that it intended to separate AUS into an independent public company. Aramark intends to effect the separation through a pro rata distribution to the Aramark stockholders of all of the common stock of a new entity formed to hold the assets and liabilities associated with AUS (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions).
In connection with the distribution, it is expected that:
•Aramark will complete the internal reorganization as a result of which NewCo will become the parent company of AUS;
•NewCo is expected to enter into senior secured financing with a syndicate of banks, financial institutions and/or other institutional lenders, with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent, in an expected aggregate amount of $1,800 million, consisting of the Term Loan Facilities and the Revolving Credit Facility. The Term Loan Facilities are expected to mature no more than five years from the date thereof. Interest on the loans under the Credit Facilities is expected to be calculated by reference to SOFR or an alternative base rate, plus an applicable margin, which in the case of any SOFR loan will include a customary spread adjustment; and
•using a portion of the proceeds from one or more financing transactions on or prior to the completion of the distribution, NewCo will transfer approximately $1,472 million of cash to Aramark.
On [          ], 20[     ], the Aramark Board of Directors approved the distribution of all of NewCo’s issued and outstanding shares of common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund prior to the distribution in order to fund charitable contributions) on the basis of [          ] shares of NewCo common stock for every share of Aramark common stock held as of the close of business on [          ], 20[     ], the record date for the distribution.
Subject to the satisfaction or waiver of the conditions to the distribution (see “—Conditions to the Distribution” below), at [          ], Eastern time, on [          ], 20[     ], the distribution date, each Aramark stockholder holding outstanding Aramark common stock as of [          ], 20[     ] will receive [          ] shares of NewCo common stock for every share of Aramark common stock held at the close of business on the record date for the distribution, as described below. Aramark stockholders will receive cash in lieu of any fractional shares of NewCo common stock that they would have received after application of this ratio. Upon completion of the separation, each Aramark stockholder as of the record date will continue to own shares of Aramark common stock and will receive a proportionate share of the outstanding common stock of NewCo to be distributed. You will not be required to make any payment, surrender or exchange your Aramark common stock or take any other action to receive your shares of NewCo common stock in the distribution. The distribution of NewCo common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see “—Conditions to the Distribution” below.
Reasons for the Separation
The Aramark Board of Directors believes that the separation of AUS from Aramark into an independent, publicly traded company is in the best interests of Aramark and its stockholders for a number of reasons, including:
•Enhanced Focus on Strategic, Operational Drivers to Accelerate Revenue Growth. The separation will permit each of Aramark and NewCo to more effectively pursue its own distinct operating priorities and strategies, and will enable the management teams of each of the two companies to focus on strengthening its core business and addressing its unique operating and other needs, and pursue distinct and targeted opportunities for long-term revenue growth and profitability.
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•More Efficient Resource and Capital Allocation to Pursue Each Company’s Strategic Goals. The separation will permit each of Aramark and NewCo to allocate its financial resources to meet the unique needs of its own business, which will allow each company to intensify its focus on its distinct strategic priorities. The separation will also allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies, and allow flexibility for optimizing each business’s respective capital structure. In addition, after the separation, the respective businesses within each company will no longer compete internally with the businesses of the other company for capital and other corporate resources.
•Targeted Investment Opportunity. The separation will allow each of Aramark and NewCo to more effectively articulate a clear investment thesis to attract a long-term investor base suited to its business, and will facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities.
•Creation of Independent Equity Currencies. The separation will create independent equity securities for each of Aramark and NewCo, affording each direct access to the capital markets and enabling it to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Aramark and NewCo will have more flexibility to capitalize on its unique strategic opportunities.
•Employee Incentives, Recruitment and Retention. The separation will allow each of Aramark and NewCo to more effectively recruit, retain and motivate employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance. In addition, the separation will allow incentive structures and targets at each company to be better aligned with each underlying business. Similarly, recruitment and retention will be enhanced by more consistent talent requirements across the businesses, allowing both recruiters and applicants greater clarity and understanding of talent needs and opportunities associated with the core business activities, principles and risks of each company.
•Other Business Rationales. The separation will separate and simplify the structures currently required to manage a number of distinct and differing underlying businesses. These differences include exposure to industry cycles, manufacturing and procurement methods, customer base, research and development activities, and overhead structures.
The Aramark Board of Directors also considered a number of potentially negative factors in evaluating the separation, including:
•Risk of Failure to Achieve Anticipated Benefits of the Separation. The anticipated benefits of the separation may not be achieved for a variety of reasons, including, among others: the separation will demand significant management resources and require significant amounts of management’s time and effort; and following the separation, NewCo’s business may be more susceptible to market fluctuations and other adverse events than if it were still part of Aramark because NewCo’s business will be less diversified than Aramark’s businesses prior to the completion of the separation.
•Loss of Scale and Increased Administrative Costs. As a part of Aramark, AUS currently takes advantage of Aramark’s size and purchasing power in procuring certain goods and services. After the separation, as a standalone company, NewCo may be unable to obtain these goods and services at prices or on terms as favorable as those currently obtained by Aramark for AUS. In addition, as part of Aramark, AUS benefits from certain functions performed by Aramark, such as accounting, tax, legal, human resources and other general and administrative functions. After the separation, Aramark will not perform these functions for NewCo, other than certain functions that will be provided for a limited time pursuant to the transition services agreement, and, because of NewCo’s smaller scale as a standalone company, its cost of performing such functions could be higher than the amounts reflected in its historical Combined Financial Statements.
In determining to pursue the separation, the Aramark Board of Directors concluded the potential benefits of the separation outweighed the foregoing factors. See the section entitled “Risk Factors” included elsewhere in this information statement.
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Formation of NewCo
NewCo was formed in Delaware on February 22, 2023, for the purpose of holding AUS. As part of the plan to separate AUS from the remainder of Aramark’s businesses, in connection with the internal reorganization, Aramark plans to transfer the equity interests of certain entities and the assets and liabilities of the AUS to NewCo prior to the distribution.
When and How You Will Receive the Distribution
With the assistance of Computershare, and subject to the satisfaction or waiver of the conditions to the distribution, Aramark expects to distribute NewCo common stock at [          ], Eastern time, on [          ], 20[     ], the distribution date, to all holders of outstanding Aramark common stock as of the close of business on [          ], 20[     ], the record date for the distribution. Computershare, which currently serves as the transfer agent and registrar for Aramark common stock, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for NewCo common stock.
If you own Aramark common stock as of the close of business on the record date for the distribution, NewCo common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Computershare will then mail you a direct registration account statement that reflects your shares of NewCo common stock. If you hold your Aramark shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the NewCo shares. “Direct registration form” refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell Aramark common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of NewCo common stock in the distribution.
Most Aramark stockholders hold their common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your Aramark common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the NewCo common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.
Transferability of Shares You Receive
Shares of NewCo common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except in certain cases for shares received by persons who may be deemed to be NewCo’s affiliates. Persons who may be deemed to be NewCo’s affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with NewCo, which may include certain of its executive officers or directors. Securities held by NewCo’s affiliates will be subject to resale restrictions under the Securities Act. NewCo’s affiliates will be permitted to sell shares of NewCo common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.
Number of Shares of NewCo Common Stock You Will Receive
For every share of Aramark common stock that you own at the close of business on [          ], 20[     ], the record date for the distribution, you will receive [          ] shares of NewCo common stock on the distribution date. No fractional shares of NewCo common stock will be distributed. Instead, if you are a registered holder, Computershare will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by Aramark or NewCo, will determine when, how and through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either Aramark or NewCo, and the distribution agent is not an affiliate of either Aramark or NewCo. Neither NewCo nor Aramark
46

will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.
The net cash proceeds of these sales of fractional shares will be taxable for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences” for an explanation of certain material U.S. federal income tax consequences of the distribution. NewCo estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distribution of the net cash proceeds. If you hold your shares of Aramark common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.
Treatment of Equity-Based Compensation
In connection with the separation and distribution, Aramark equity-based awards that are outstanding immediately prior to the separation and distribution will either remain awards in respect of Aramark common stock or convert into awards in respect of NewCo common stock, in each case adjusted to reflect the separation and distribution. Generally, equity awards held by an individual who will be an employee of NewCo following the separation and distribution (a “NewCo Employee”) will be converted into awards in respect of NewCo common stock, and awards held by employees who will remain employed by Aramark following the separation and distribution and former employees as of immediately prior to the separation and distribution will remain awards in respect of Aramark common stock. Specifically, awards held by NewCo Employees will be treated as follows:
Restricted Stock Units (“RSUs”). Each RSU award with respect to Aramark common stock held by a NewCo Employee will be converted into an RSU award with respect to NewCo common stock, with the number of shares of NewCo common stock subject to each such converted RSU award to be adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark RSU award as measured immediately before and immediately after the separation and distribution, subject to rounding. Such adjusted NewCo RSU award will otherwise be subject to the same terms and conditions as those that applied to the Aramark RSU award immediately prior to the separation and distribution.
Performance Stock Units (“PSUs”). Each PSU award with respect to Aramark common stock held by a NewCo Employee will be converted into a PSU award with respect to NewCo common stock, with the number of shares of NewCo common stock subject to each such converted PSU award to be adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark PSU award at target (or, if performance has been determined, at the determined amount) as measured immediately before and immediately after the separation and distribution, subject to rounding. Such adjusted NewCo PSU award will otherwise be subject to the same terms and conditions as those that applied to the Aramark PSU award immediately prior to the separation and distribution with the performance goals to be measured with respect to certain of such PSU awards and adjusted with respect to those PSU awards for which performance is not measured, as determined, and in accordance with the methodology adopted, by the Compensation Committee of the Aramark Board of Directors prior to the separation and distribution.
Stock Options. Each stock option to acquire a share of Aramark common stock held by a NewCo Employee following the separation and distribution will be converted into an award of stock options with respect to NewCo common stock. The exercise price of, and number of shares subject to, each such converted stock option award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark stock option award as measured immediately before and immediately after the separation and distribution, subject to rounding. Such adjusted stock option award will otherwise be subject to the same terms and conditions that applied to the original Aramark award immediately prior to the separation and distribution.
Internal Reorganization
As part of the separation, and prior to the distribution, Aramark and its subsidiaries expect to complete an internal reorganization in order to transfer AUS to NewCo. The internal reorganization is expected to include various restructuring transactions pursuant to which (1) the operations, assets and liabilities of Aramark and its subsidiaries used to conduct AUS will be separated from the operations, assets and liabilities of Aramark and its subsidiaries used to conduct the Aramark Business and (2) such AUS operations, assets and liabilities will be
47

contributed, transferred or otherwise allocated to NewCo or one of its direct or indirect subsidiaries. These restructuring transactions may take the form of asset transfers, mergers, demergers, dividends, contributions and similar transactions, and may involve the formation of new subsidiaries in U.S. and non-U.S. jurisdictions to own and operate AUS or the Aramark Business in such jurisdictions.
As part of this internal reorganization, Aramark will contribute to NewCo certain liabilities and certain assets, including equity interests in entities that are expected to conduct the operations comprising AUS.
Following the completion of the internal reorganization and immediately prior to the distribution, NewCo will be the parent company of the entities that are expected to conduct the operations comprising AUS and Aramark will remain the parent company of the entities that are expected to conduct the Aramark Business.
Results of the Distribution
After the distribution, NewCo will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on [          ], 20[     ], the record date for the distribution, and will reflect any exercise of Aramark options and Aramark shares issued under Aramark compensation awards between the date on which the Aramark Board of Directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding shares of Aramark common stock or any rights of Aramark stockholders. No fractional shares of Aramark common stock will be distributed.
NewCo will enter into a separation and distribution agreement and other related agreements with Aramark to effect the separation and to provide a framework for its relationship with Aramark after the separation, and will enter into certain other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement and other transaction agreements. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the allocation between NewCo and Aramark of the assets, employees, liabilities and obligations (including, among others, investments, property and employee benefits and tax-related assets and liabilities) of Aramark and its subsidiaries attributable to periods prior to, at and after NewCo’s separation from Aramark and will govern the relationship between NewCo and Aramark subsequent to the completion of the separation. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Party Transactions.”
Market for NewCo Common Stock
There is currently no public trading market for NewCo common stock. NewCo has applied to list its common stock on the NYSE under the symbol “[     ].” NewCo has not and will not set the initial price of its common stock. The initial price will be established by the public markets.
NewCo cannot predict the price at which its common stock will trade after the distribution. In fact, the combined trading prices, after the distribution, of [          ] shares of NewCo common stock and [          ] shares of Aramark common stock may not equal the “regular-way” trading price of [          ] shares of Aramark common stock immediately prior to the distribution. The price at which NewCo common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for NewCo common stock will be determined in the public markets and may be influenced by many factors. See “Risk Factors—Risks Related to NewCo Common Stock.”
Incurrence of Debt
NewCo expects to complete one or more financing transactions on or prior to the completion of the distribution. Approximately $1,472 million of the proceeds of such financings are expected to be used to transfer cash to Aramark. As a result of such transactions, NewCo anticipates having approximately $1,500 million of indebtedness upon completion of the distribution. On the distribution date, NewCo expects to enter into senior secured financing with a syndicate of banks, financial institutions and/or other institutional lenders, with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent, in an expected aggregate amount of $1,800 million, consisting of the Term Loan Facilities and the Revolving Credit Facility. The Term Loan Facilities are expected to
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mature no more than five years from the date thereof. Interest on the loans under the Credit Facilities is expected to be calculated by reference to SOFR or an alternative base rate, plus an applicable margin, which in the case of any SOFR loan will include a customary spread adjustment. For more information, see “Description of Material Indebtedness.”
Trading Between the Record Date and Distribution Date
Beginning on or shortly before the record date for the distribution and continuing up to and including through the distribution date, Aramark expects that there will be two markets in Aramark common stock: a “regular-way” market and an “ex-distribution” market. Aramark common stock that trades on the “regular-way” market will trade with an entitlement to NewCo common stock distributed in the distribution. Aramark common stock that trades on the “ex-distribution” market will trade without an entitlement to NewCo common stock distributed in the distribution. Therefore, if you sell shares of Aramark common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of NewCo common stock in the distribution. If you own Aramark common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of NewCo common stock that you are entitled to receive pursuant to your ownership of shares of Aramark common stock as of the record date.
Furthermore, beginning on the third trading day prior to the distribution date and continuing up to and including the distribution date, NewCo expects that there will be a “when-issued” market in its common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for NewCo common stock that will be distributed to holders of Aramark common stock on the distribution date. If you owned Aramark common stock at the close of business on the record date for the distribution, you would be entitled to NewCo common stock distributed pursuant to the distribution. You may trade this entitlement to shares of NewCo common stock, without trading the Aramark common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to NewCo common stock will end, and “regular-way” trading with respect to NewCo common stock will begin.
Conditions to the Distribution
The distribution will be effective at [          ], Eastern time, on [          ], 20[     ], which is the distribution date, provided that the conditions set forth in the separation and distribution agreement have been satisfied (or waived by Aramark in its sole and absolute discretion), including, among others:
•the SEC shall have declared effective the registration statement of which this information statement forms a part; there shall be no order suspending the effectiveness of the registration statement in effect; and there shall be no proceedings for such purposes having been instituted or threatened by the SEC;
•this information statement shall have been made available to the holders of record of shares of Aramark common stock at the close of business on [          ], 20[     ], the record date for the distribution;
•Aramark shall have received a private letter ruling from the IRS and opinions of its outside tax advisors, in each case, satisfactory to the Aramark Board of Directors, regarding certain U.S. federal income tax matters relating to the separation and distribution and which shall not have been withdrawn or rescinded;
•the transfer of assets and liabilities contemplated to be transferred from Aramark to NewCo on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement, and the transfer of assets and liabilities contemplated to be transferred from NewCo to Aramark on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement;
•the Aramark Board of Directors shall have received one or more opinions from an independent appraisal firm acceptable to Aramark regarding solvency and capital adequacy matters with respect to each of Aramark and NewCo after the completion of the distribution, in each case, in a form and substance
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acceptable to the Aramark Board of Directors in its sole and absolute discretion, and such opinion(s) shall not have been withdrawn or rescinded;
•all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities or blue sky laws and the rules and regulations thereunder shall have been taken or made and, where applicable, shall have become effective or been accepted by the applicable governmental authority;
•certain agreements contemplated by the separation and distribution agreement shall have been executed;
•there shall be no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions pending or in effect;
•the shares of NewCo common stock to be distributed shall have been accepted for listing on the NYSE, subject to official notice of distribution;
•NewCo shall have completed the debt financing arrangements described under “Description of Material Indebtedness,” Aramark shall have received certain proceeds of such debt financing arrangements and Aramark shall be satisfied in its sole and absolute discretion that, as of the effective time of the distribution, Aramark will have no further liability under such debt financing arrangements; and
•there shall be no other events or developments existing or having occurred that, in the judgment of the Aramark Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the separation, the distribution and the other related transactions.
Aramark will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date for the distribution, the distribution date and the distribution ratio. Aramark will also have sole and absolute discretion to waive any of the conditions to the distribution. Aramark does not intend to notify its stockholders of any modifications to the terms of the separation or distribution that, in the judgment of its Board of Directors, are not material. The Aramark Board of Directors might consider material such matters as significant changes to the distribution ratio and the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the Aramark Board of Directors determines that any modifications by Aramark materially change the material terms of the distribution, Aramark will notify Aramark stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or circulating a supplement to this information statement.
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DIVIDEND POLICY
Following the separation and distribution, NewCo expects to pay cash dividends. The timing, declaration, amount and payment of any dividends following the separation and distribution will be within the discretion of NewCo’s Board of Directors and will depend upon many factors, including its financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of its debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by NewCo’s Board of Directors.
The following table summarizes cash dividends declared by the Aramark Board of Directors to Aramark stockholders for the periods presented:
Quarter EndedAramark Cash Dividend Declared per Share of Common Stock
2020
December 27, 2019$0.11 
March 27, 2020$0.11 
June 26, 2020$0.11 
October 2, 2020$0.11 
2021
January 1, 2021$0.11 
April 2, 2021$0.11 
July 2, 2021$0.11 
October 1, 2021$0.11 
2022
December 31, 2021$0.11 
April 1, 2022$0.11 
July 1, 2022$0.11 
September 30, 2022$0.11 
2023
December 30, 2022$0.11 
March 31, 2023$0.11 
June 30, 2023$0.11 
The aggregate amount of dividends paid by NewCo and Aramark may differ from historical dividends paid by Aramark due to, among other matters, changes in the level of cash generated by NewCo’s operations and changes in NewCo’s capital needs. Moreover, if NewCo determines to pay any dividend in the future, there can be no assurance that NewCo will continue to pay such dividends or the amount of such dividends. See “Risk Factors—NewCo cannot guarantee the timing, declaration, amount or payment of dividends on its common stock.”
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CAPITALIZATION
The following table sets forth the Cash and cash equivalents and capitalization of NewCo as of June 30, 2023, on a historical basis and on a pro forma basis, which reflects the adjustments described in more detail in the notes to the unaudited pro forma financial information included elsewhere in this information statement. You should read this information in conjunction with those notes, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited annual Combined Financial Statements and unaudited interim Condensed Combined Financial Statements and the related notes included elsewhere in this information statement.
Millions of DollarsActualPro Forma
Assets
Cash and cash equivalents$14.2 $30.0 
Liabilities
Current maturities of financing lease obligations$23.5 $23.5 
Noncurrent Financing Lease obligations$99.6 $99.6 
Long-term borrowings$— $1,487.5 
Equity
Net parent investment$2,406.6 $— 
Common stock$— $— 
Additional paid-in capital$— $938.4 
Accumulated other comprehensive loss$(24.7)$(24.7)
Total capitalization
$2,505.0 $2,524.3 
NewCo has not yet finalized its post-distribution capitalization. Pro forma financial information reflecting NewCo’s post-distribution capitalization will be included in an amendment to this information statement.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, and consists of the unaudited pro forma condensed combined balance sheet as of June 30, 2023 and the unaudited pro forma condensed combined statements of income for the nine months ended June 30, 2023 and the year ended September 30, 2022.
The unaudited pro forma condensed combined financial information reflects adjustments to the AUS historical unaudited condensed combined balance sheet as of June 30, 2023, historical unaudited condensed combined statement of income for the nine months ended June 30, 2023, and historical audited combined statement of income for the year ended September 30, 2022.
The unaudited pro forma condensed combined balance sheet gives effect to the separation and related transactions, described below, as if they had occurred on June 30, 2023. The unaudited pro forma condensed combined statements of income give effect to the separation and related transactions as if they had occurred on October 2, 2021.
The unaudited pro forma condensed combined financial information have been prepared to reflect adjustments to the AUS historical combined financial information for transaction accounting adjustments and autonomous entity adjustments. In addition, NewCo has provided a presentation of management adjustments that management believes are necessary to enhance an understanding of the pro forma effects of the transaction. The unaudited pro forma condensed combined financial information have been adjusted to give effect to the following:
•the anticipated post-separation capital structure, including: (1) the incurrence of debt of $1,500 million of gross proceeds; and (2) the distribution of approximately $1,472 million of such proceeds to Aramark in connection with the separation and distribution;
•the distribution of all of NewCo’s issued and outstanding common stock (other than a number of shares of NewCo common stock (less than 1% of NewCo’s issued and outstanding shares of common stock upon the distribution) which may be contributed to a donor advised fund in order to fund charitable contributions) by Aramark in connection with the separation;
•transaction costs specifically related to the separation;
•the impact of, and transactions contemplated by the separation and distribution agreement and the transition services agreement;
•other adjustments described in the notes to the unaudited pro forma condensed combined financial information; and
•management adjustments which consist of reasonably estimated transaction effects expected to occur.
The unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to represent what NewCo’s financial position and results of operations would have actually been had the separation occurred on the dates indicated and are not necessarily indicative of NewCo’s future financial position and future results of operations. The pro forma adjustments are based on available information and assumptions NewCo believes are reasonable; however, such adjustments are subject to change. As such, the pro forma statements may be revised in future amendments to reflect new information, to the extent any such revisions would be deemed material.
The AUS audited historical Combined Financial Statements and unaudited condensed combined interim financial statements, which were the basis for the unaudited pro forma condensed combined financial information, were prepared on a carve-out basis as NewCo did not operate as an independent, publicly traded company for the periods presented. Accordingly, such financial information reflects an allocation of certain Aramark corporate costs, such as finance, supply chain, human resources, information technology, share-based compensation, insurance, legal and other expenses that are either specifically identifiable or clearly applicable to NewCo. See Note 1, “Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies” and Note 4, “Related Party
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Transactions and Parent Company Investment” to the audited Combined Financial Statements and unaudited Condensed Combined Financial Statements included elsewhere in this Information Statement for further information on the allocation of corporate costs.
The unaudited pro forma condensed combined financial information should be read in conjunction with the sections herein entitled “Information Statement Summary—Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Director Compensation,” the AUS audited Combined Financial Statements and accompanying notes and the AUS unaudited Condensed Combined Financial Statements and accompanying notes, which are included elsewhere in this information statement. The unaudited pro forma condensed combined financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this information statement.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED JUNE 30, 2023
($ in thousands, except per share data)

HistoricalTransaction Accounting AdjustmentsAutonomous Entity AdjustmentsPro Forma
Revenue
$2,109,385 $— $— $2,109,385 
Operating Expenses:
Cost of services provided (exclusive of depreciation and amortization)
1,480,143 — — 

1,480,143 
Depreciation and amortization
101,712 — — 101,712 
Selling, general and administrative expenses
367,396 — 2,655 
(j, k)
370,051 
Total Operating Expenses
1,949,251 — 2,655 1,951,906 
Operating Income
160,134 — (2,655)157,479 
Interest Expense and Other, net
(268)86,728 
(b)
— 86,460 
Income Before Income Taxes
160,402 (86,728)(2,655)71,019 
Provision for Income Taxes
41,216 (22,324)
(c)
(683)
(c)
18,209 
Net Income
$119,186 $(64,404)$(1,972)$52,810 
Earnings per share:
Basic
(h)
Diluted
(i)
Weighted Average Shares Outstanding:
Basic
(h)
Diluted
(i)
See accompanying notes to unaudited pro forma condensed combined financial information.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022
($ in thousands, except per share data)

HistoricalTransaction Accounting AdjustmentsAutonomous Entity AdjustmentsPro Forma
Revenue
$2,687,005 $— $— $2,687,005 
Operating Expenses:
Cost of services provided (exclusive of depreciation and amortization)
1,909,676 — — 1,909,676 
Depreciation and amortization
134,352 — — 134,352 
Selling, general and administrative expenses
450,734 1,120 
(e)
2,879 
(j, k)
454,733 
Total Operating Expenses
2,494,762 1,120 2,879 2,498,761 
Operating Income
192,243 (1,120)(2,879)188,244 
Interest Expense and Other, net
2,284 115,638 
(b)
— 117,922 
Income Before Income Taxes
189,959 (116,758)(2,879)70,322 
Provision for Income Taxes
48,280 (30,054)
(c)
(741)
(c)
17,485 
Net Income
$141,679 $(86,704)$(2,138)$52,837 
Earnings per share:
Basic
(h)
Diluted
(i)
Weighted Average Shares Outstanding:
Basic
(h)
Diluted
(i)
See accompanying notes to unaudited pro forma condensed combined financial information.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2023
($ in thousands)

HistoricalTransaction Accounting AdjustmentsAutonomous Entity AdjustmentsPro Forma
ASSETS
Current Assets:
Cash and cash equivalents
$14,248 $15,752 
(a)
$— $30,000 
Receivables
388,438 — — 388,438 
Inventories
209,071 — — 209,071 
Rental merchandise in service
395,821 — — 395,821 
Other current assets
16,010 — — 16,010 
Total current assets
1,023,588 15,752 — 1,039,340 
Property and Equipment, net
652,388 — — 652,388 
Goodwill
963,777 — — 963,777 
Other Intangible Assets
245,586 — — 245,586 
Operating Lease Right-of-Use Assets
60,621 — — 60,621 
Other Assets
208,088 — — 208,088 
Total Assets
$3,154,048 $15,752 $— $3,169,800 
LIABILITIES AND PARENT’S EQUITY
Current Liabilities:
Current maturities of financing lease obligations
$23,483 $— $— $23,483 
Current operating lease liabilities
20,239 — — 20,239 
Accounts payable
145,455 — — 145,455 
Accrued payroll and related expenses
101,327 — — 101,327 
Accrued expenses and other current liabilities
76,794 — — 76,794 
Total current liabilities
367,298 — — 367,298 
Noncurrent Financing Lease Obligations
99,577 — — 99,577 
Long-Term Borrowings
— 1,487,450 
(a)
— 1,487,450 
Noncurrent Operating Lease Liabilities
48,940 — — 48,940 
Deferred Income Taxes
203,677 (3,573)
(d)
— 200,104 
Other Noncurrent Liabilities
52,674 — — 52,674 
Total Liabilities
772,166 1,483,877 — 2,256,043 
Commitments and Contingencies
Parent’s Equity:
Net parent investment
2,406,551 (2,406,551)
(f)
— — 
Common stock
— — 
(f)
— — 
Additional paid-in capital
— 938,426 
(f,g)
— 938,426 
Accumulated other comprehensive loss
(24,669)— — (24,669)
Total parent’s equity
2,381,882 (1,468,125)— 913,757 
Total Liabilities and Parent’s Equity
$3,154,048 $15,752 $— $3,169,800 
See accompanying notes to unaudited pro forma condensed combined financial information.
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined balance sheet as of June 30, 2023, the unaudited pro forma condensed combined statements of income for the nine months ended June 30, 2023 and the unaudited pro forma condensed combined statements of income for the year ended September 30, 2022 include the following adjustments:
(a)The unaudited pro forma condensed combined balance sheet reflects anticipated financing transactions of approximately $1,500 million, consisting of the Term Loan Facilities, and related debt issuance costs of $12.6 million, which are expected to be issued in connection with the separation and distribution. Approximately $1,472 million of the proceeds of such financing is expected to be distributed to Aramark in connection with the separation and distribution. As a result of such transactions, NewCo will have approximately $30 million in cash upon completion of the distribution. The terms of such indebtedness are being negotiated and will be finalized prior to the separation and distribution.
Additionally, NewCo anticipates entering into the Revolving Credit Facility in an expected aggregate amount of $300 million substantially concurrently with the separation. The Revolving Credit Facility will be available for immediate working capital needs and for general corporate purposes, but NewCo does not expect to draw upon the Revolving Credit Facility upon consummation of the separation. As a result, NewCo expects there to be $300 million available for borrowings thereafter. As such, impacts related to the Revolving Credit Facility are not reflected in the unaudited pro forma condensed combined financial information.
(b)The initial interest rate on the issued debt is expected to range from approximately 7.25% to 7.75%. As a result, NewCo used a rate of 7.5% to calculate the pro forma interest rate, which represents the midpoint of the range. The unaudited pro forma condensed combined statements of income reflect estimated interest expense of $84.4 million and $112.5 million and debt issuance cost amortization of $2.3 million and $3.1 million for the nine months ended June 30, 2023 and for the year ended September 30, 2022, respectively. Interest expense was calculated assuming constant debt levels throughout the periods. A 1/8% change to the annual interest rate would change interest expense by $1.4 million and $1.9 million for the nine months ended June 30, 2023 and for the year ended September 30, 2022, respectively.
(c)Reflects the tax effects of the pro forma adjustments at the applicable statutory income tax rate of 25.74% based on the statutory rate for the respective jurisdiction. Management believes the statutory tax rate provides a reasonable basis for the pro forma adjustment. However, the effective tax rate of NewCo could be significantly different depending on actual operating results by jurisdiction and the application of enacted tax law to those specific results.
(d)Related to the consolidated tax attributes allocated to NewCo upon the separation and distribution.
(e)Related to special grant of deferred stock units for director advisory services earned upon the separation and distribution.
(f)Represents the reclassification of Aramark’s net parent investment in NewCo into additional paid-in capital and common stock, par value $0.01 per share, to reflect the number of shares of NewCo common stock expected to be outstanding at the distribution date. The assumed number of outstanding shares of common stock is based on the number of Aramark common stock outstanding of 260,970,287 as of June 30, 2023 and an assumed pro rata distribution ratio of [          ] shares of NewCo common stock for each share of Aramark common stock.
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(g)Reconciliation of Additional paid-in capital (in thousands):
Cash and cash equivalent(a)
$15,752 
Long-Term Borrowings(a)
(1,487,450)
Deferred Income Taxes(d)
3,573 
Net parent investment(f)
2,406,551 
Common stock issuance(f)
— 
Additional paid-in capital
$938,426 
(h)The number of NewCo shares used to compute basic earnings per share for the nine months ended June 30, 2023 and for the year ended September 30, 2022 is based on the number of shares of NewCo common stock assumed to be outstanding on June 30, 2023 and September 30, 2022, assuming the anticipated distribution ratio of [          ] shares of NewCo common stock for each share of Aramark common stock outstanding. The assumed number of outstanding shares of NewCo common stock is based on the number of shares of Aramark common stock outstanding as of June 30, 2023 and September 30, 2022.
(i)The number of shares used to compute diluted earnings per share is based on the number of basic shares of NewCo common stock as described in Note (h) above. The actual dilutive effect following the completion of the separation will depend on various factors, including the impact of share-based compensation arrangements. NewCo cannot fully estimate the dilutive effects at this time.
(j)Reflects $1.7 million and $1.5 million for the nine months ended June 30, 2023 and for the year ended September 30, 2022, respectively, of certain incremental costs for the services to be provided by Aramark to NewCo under the transition services agreement. These incremental costs are primarily associated with information technology services, finance, tax and accounting, general administrative services and other support services.
(k)Reflects $1.0 million and $1.4 million for the nine months ended June 30, 2023 and for the year ended September 30, 2022, respectively, related to incremental compensation to NewCo Board of Directors under the non-employee director compensation program.
The adjustments shown below include those that management deemed necessary for a fair statement of the unaudited pro forma condensed combined financial information presented. Following the separation, NewCo expects to incur incremental costs as a stand-alone public entity in certain of its corporate support functions (e.g., finance, accounting, tax, treasury, investor relations, information technology, supply chain, human resources and legal, among others) based on the expected organizational and cost structure. NewCo received the benefit of economies of scale as an operating segment of Aramark; however, in establishing these independent support functions, the expenses are expected to be higher than the prior shared allocation. As a stand-alone public company, NewCo expects to incur certain costs in addition to those incurred pursuant to the transition services agreement as described in note (j) and other transaction and autonomous entity adjustments noted above.
These incremental costs are based on assessing the expected resources and associated one-time and recurring costs that each function (e.g., finance, accounting, tax, etc.) will require to stand up and operate NewCo as a stand-alone public entity. In order to determine synergies and dis-synergies, NewCo prepared a detailed assessment of the resources and associated costs required as a baseline to stand up NewCo as a stand-alone public entity. With respect to expected headcount increases, internal resources were matched to job roles to meet the required baseline. In addition to internal resources, third-party support costs in each function were considered, which included business support functions and corporate overhead charges previously shared with Aramark. This process was used by all functions resulting in incremental costs when compared to the cost allocations from Aramark included in our historical combined and condensed combined financial statements. NewCo expects to fill any shortfalls to the estimated required resources, in addition to the services provided by Aramark under the transition services agreement, through additional hiring or incremental vendor and other third-party spend.
NewCo expects to incur dis-synergies, or higher costs resulting from:
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•separation and establishment of NewCo as a standalone company including recurring costs to perform reporting and regulatory compliance, costs associated with external reporting, internal audit, tax, treasury, human resources, legal, information technology and investor relations. These costs include audit fees, professional service fees, subscription fees, salaries and benefits for incremental headcount and depreciation and amortization related to information technology infrastructure investments; and
•one-time expenses associated with the separation and stand-up of functions required to operate as a standalone public entity, primarily from the development and deployment of NewCo’s brand and information system separation and implementation costs.
NewCo estimates that it would incur dis-synergies, or higher costs of approximately $1.8 million (including one-time expenses of approximately $0 and estimated recurring expenses of $1.8 million) for the nine months ended June 30, 2023 and $17.7 million (including one-time expenses of approximately $12.3 million and estimated recurring expenses of $5.4 million) for the year ended September 30, 2022, respectively. NewCo expects to incur these recurring costs beginning at separation, with the one-time costs expected to be incurred over a period of 12 months post separation.
The additional expenses have been estimated based on assumptions that NewCo’s management believes are reasonable and representative of the expected organizational and cost structure. However, actual additional costs that will be incurred could be different from the estimates and would depend on several factors, including the economic environment, results of contractual negotiations with third-party vendors, and strategic decisions made in areas such as separation, selling and marketing, information technology and infrastructure. In addition, adverse effects and limitations including those discussed in the section entitled “Risk Factors” to this document may impact actual costs incurred. NewCo may also decide to increase or reduce resources or invest more heavily in certain areas in the future which may further differentiate the management adjustments from actual costs incurred in the future.
These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act.
The tax effect has been determined by applying the applicable statutory tax rates to the aforementioned adjustments for the periods presented.
For the nine months ended June 30, 2023
$ in thousands, except share and per share data
Net IncomeBasic earnings per shareDiluted earnings per share
Unaudited pro forma condensed combined net income*
$52,810 $$
Management adjustments
Dis-synergies:
Corporate and other (recurring)(1,825)
Corporate and other (one-time)— 
Total Management adjustments(1,825)
Tax effect
470 
Unaudited pro forma condensed combined net income after management adjustments
$51,455 $$
Weighted-average shares outstanding
Basic
Diluted
__________________
*As shown in the Unaudited Pro Forma Condensed Combined Statements of Income.
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For the year ended September 30, 2022
$ in thousands, except share and per share data
Net IncomeBasic earnings per shareDiluted earnings per share
Unaudited pro forma condensed combined net income*
$52,837 $$
Management adjustments
Dis-synergies:
Corporate and other (recurring)(5,349)
Corporate and other (one-time)(12,306)
(a)
Total Management adjustments(17,655)
Tax effect
4,544 
Unaudited pro forma condensed combined net income after management adjustments
$39,726 $$
Weighted-average shares outstanding
Basic
Diluted
__________________
*As shown in the Unaudited Pro Forma Condensed Combined Statements of Income.
(a)Includes expenses associated with the separation and stand-up of functions required to operate as a standalone public entity, primarily from the development and deployment of NewCo’s brand ($7.8 million) and information system separation and implementation costs ($4.3 million).
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BUSINESS
This section discusses NewCo’s business assuming the completion of all of the transactions described in this information statement, including the separation. References to “we,” “us” and “our” refer to AUS as held by NewCo.
Company Overview
NewCo is a leading provider of uniform rentals and workplace supplies across the United States and Canada. We provide uniforms, mats, towels, linens, restroom supplies, first-aid supplies, safety products and other workplace supplies. In fiscal year 2022, we generated revenue of approximately $2.7 billion. We are one of the largest companies operating within the United States and Canada in our industry.
We have over 75 years of experience providing uniforms and workplace supplies and a broad footprint that supports efficient delivery of our services and products to more than 300,000 customer locations across the United States and Canada. Our customer base participates in a wide variety of industries including manufacturing, hospitality, retail, food processing, pharmaceuticals, healthcare and automotive. We serve customers ranging from small, family-owned operations with a single location to large corporations and national franchises with multiple locations.
Our customers value the uniforms and workplace supplies we deliver as our services and products can help them reduce operating costs, enhance brand image, maintain a safe and clean workplace and focus on their core business. We provide a full range of uniform programs, managed restroom supply services and first-aid and safety products, as well as ancillary items such as floor mats, towels and linens. Additionally, we provide garments and contamination control supplies that help customers maintain controlled, cleanroom environments commonly used in the manufacturing of electronics, pharmaceuticals and medical equipment.
Our team consists of approximately 20,000 teammates who operate over 350 sites including laundry plants, satellite plants, distribution centers and manufacturing plants. We leverage our broad footprint and our supply chain, delivery fleet and route logistics capabilities to serve customers on a recurring basis, typically weekly, and primarily through multi-year contracts. In addition, we offer customized uniforms through direct sales agreements, typically for large regional or national companies.
NewCo is led by Kim Scott, President and Chief Executive Officer, Rick Dillon, Executive Vice President and Chief Financial Officer and Timothy Donovan, Executive Vice President, Chief Legal Officer and General Counsel. These executives have deep expertise in their respective fields. They were recruited to lead NewCo as a standalone, independent company and are complemented by long-tenured members of management across the company’s commercial and operational functions as well as newly appointed leaders who bring functional expertise, diversity and depth to the NewCo leadership team.
Financial Profile
In fiscal year 2022, we generated revenue of approximately $2.7 billion, operating income of $192.2 million, or 7.2% of revenue, and net income of $141.7 million, or 5.3% of revenue. Adjusted operating income was $247.2 million, or 9.2% of revenue, and adjusted EBITDA was $373.1 million, or 13.9% of revenue. Cash provided from operating activities was $232.8 million.
In fiscal year 2022, revenue exceeded pre-COVID-19 fiscal 2019 levels, the highest annual revenue for our business. Revenue from our recurring rental business comprised 92% of total revenue, with 8% from direct sales. The contracted and recurring nature of our business provides a meaningful level of predictability to annual revenue. Additionally, the diversity of our customer base and the variety of industries in which our customers participate results in relatively low exposure to discrete industry trends. Our revenue is diversified across numerous sectors and customers operating primarily in manufacturing, hospitality, retail, food processing, automotive and healthcare.
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These are all sectors where we have decades of expertise. Geographically, 91% of our fiscal year 2022 revenue was from sales in the United States, with the remaining 9% from sales in Canada.
business1ga.jpg
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Figure A: Revenue, Operating Income, Net Cash Provided by Operating Activities and Net Income
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business2ca.jpg
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Figure B: Adjusted Revenue, Adjusted Operating Income, Free Cash Flow and Adjusted EBITDA
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business3aa.jpg
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Figure C: Revenue by Sector and Geography
Industry Overview
We operate within the uniforms, mats, towels, linens, restroom supplies, first-aid supplies and safety products industry in the United States and Canada. This includes businesses that outsource these services through rental programs or direct purchases, as well as non-programmers (which are businesses that maintain these services in-house).
We believe we are well positioned to take advantage of the various key trends and drivers that are impacting our industry. Demand in this industry is influenced primarily by macroeconomic conditions, employment levels, increasing standards for workplace hygiene and safety and an ongoing trend of businesses outsourcing non-core, back-end operations. As noted above, the diversity of our customer base and the variety of industries in which our customers operate results in relatively low exposure to discrete industry trends.
Competition
Our industry is local in nature, fragmented and highly competitive. We believe we are a leading provider within this industry and we compete with national, regional and local providers who vary in size, scale, capabilities and product and service offering. Primary methods of competition include product quality, service quality and price.
Cintas Corporation and UniFirst Corporation are notable competitors of size and we have numerous local and regional competitors. Additionally, many businesses perform certain aspects of our product and service offerings in-house rather than outsourcing them.
Customers
Customers in our industry value the ability of providers to consistently deliver quality products on-time and with a high level of customer service. Additionally, they value trustworthy suppliers who partner with them to resolve workplace challenges that may arise with timely solutions that meet their needs.
We deliver to over 300,000 customer locations across the United States and Canada. We serve customers ranging from small, family-owned operations with a single location to large corporations and national franchises
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with multiple locations. Our revenue is diversified across our many customers as demonstrated by the revenue generated from our 10 largest customers accounting for less than 10% of total revenue in fiscal year 2022.
Our customers represent a diverse array of industries including sectors such as manufacturing, hospitality, retail, food processing, pharmaceuticals, healthcare and automotive. The competitive landscape across these sectors for our products and services is highly fragmented and driven primarily by product quality, service quality and pricing of our competitors. We believe our competitive advantages identified below apply to each of the sectors. Across these sectors, we also serve customers who operate cleanrooms, or controlled environments where pollutants like dust, airborne microbes and aerosol particles are removed to aid in providing clean work environments. Cleanrooms are typically used in the manufacturing of electronics, pharmaceutical products and medical equipment.
The diversity of our customers and the wide variety of industries in which they participate results in the demand for our services and products not being specifically linked to the cyclical nature of any one sector.
The vast majority of our customers are served under multi-year contracts. While customers are not required to make an up-front investment for their rental uniforms or other rented merchandise, a rental customer typically agrees to pay specified exit costs if it terminates its agreement early without cause.
Our Services and Products
We provide a full-service uniform solution on a contracted and recurring basis. Our full-service uniform offering includes the design, sourcing, manufacturing, customization, personalization, delivery, laundering, sanitization, repair and replacement of uniforms. Our uniform options include shirts, pants, outerwear, gowns, scrubs, high visibility garments, particulate-free garments and flame-resistant garments, along with shoes and accessories. In addition to uniforms, we also provide workplace supplies including managed restroom supply services, first-aid supplies and safety products, floor mats, towels and linens.
We believe our customers value our services and products for a variety of reasons:
•Our full-service programs typically offer a lower-cost solution for customers than if they were serviced in-house, as evidenced by our historical experience and customer feedback, as we leverage our scale and network to achieve procurement and operating efficiencies.
•We enable customers to focus on operating their core businesses as we take care of their needs for clean uniforms, fully stocked restrooms, complete first-aid kits and other workplace supplies.
•We help customers establish corporate identity, foster a sense of team and belonging among employees, project a professional image and enhance brand awareness.
•Our uniforms are reusable and can be assigned to another employee (rather than being discarded) when employees transition to new opportunities.
•We offer a variety of specialty garments that help customers:
◦adhere to applicable regulatory standards;
◦safeguard against contamination in the production or service of items such as food, pharmaceuticals and healthcare products;
◦operate in static-free or low-static environments;
◦enhance visibility and safety in work environments including construction, utility services, waste management and public safety; and
◦promote employee safety in workplace environments that involve heavy soils, heat, flame or chemicals in the production process.
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We service our customers on a recurring basis, typically weekly, delivering clean uniforms and, in the same visit, picking up worn uniforms for inspection, cleaning and repair or replacement (illustrated in Figure D). In addition, we pick up used and soiled floor mats, towels and linens and replace them with clean products. We also restock restroom supplies, first-aid supplies and safety products as needed.
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Figure D: Illustrative uniform services weekly process
For our cleanroom customers who operate highly regulated and/or contamination-free processes in the healthcare, pharmaceutical and technology industries, we provide advanced static dissipative garments, sterile garments, barrier apparel and cleanroom application accessories.
We market and sell our services and products through multiple channels including sales representatives, telemarketing sales channels, our delivery drivers (who we refer to as route service representatives), territory managers and digital platforms.
Operations and Supply Chain
We operate a network of over 350 facilities including laundry plants, satellite plants, distribution centers and manufacturing plants along with a fleet of service vehicles that support over 3,400 pick-up and delivery routes. Our services and products are delivered to customers by route service representatives via delivery routes that originate from one of our laundry plants or satellite sites. Approximately 50% of our uniforms and linens are manufactured in our two manufacturing plants in Mexico. Our Mexican operations include approximately 230,000 square feet of manufacturing capacity and a 76,000 square foot distribution facility.
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Figure E: U.S. and Canada geographic service footprint
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We are committed to operating sustainably with a focus on working to minimize fuel usage on our routes and to minimize energy and water usage in our laundry plant facilities. Additionally, we repair and reuse garments whenever possible to maximize the life cycle of our uniforms and support the circular economy.
We source raw materials as well as finished goods from a variety of domestic and international suppliers. Certain of NewCo’s raw materials and products (including NewCo’s mats) are currently limited to a single supplier. We maintain a Corporate Social Compliance Policy and related Code of Conduct both of which require the international manufacturing of our private label garments to occur under safe, lawful and humane working conditions. To support our Corporate Social Compliance Policy, our international private label garment manufacturers confirm annually their commitment to comply with our Code of Conduct. Further, the factories used to produce these products are subject to annual third-party social compliance audits.
Our Competitive Advantages
We believe we have significant competitive advantages including our full-service uniform solution offering, size and scale, extensive network footprint, long-tenured customer relationships and experienced leadership team. Given our robust capabilities, scale and talent, we are well positioned to partner with customers for their future needs across a range of services, use cases and business strategies. Some of our key competitive strengths include:
Full-Service Uniforms and Workplace Supplies Offering: We offer a full-service uniform solution including the ability to design, source, manufacture, customize, personalize, deliver, launder, sanitize, mend and replace uniforms on a regular and recurring basis. Our uniform offerings include shirts, pants, outerwear, gowns, scrubs, high visibility garments and flame-resistant garments, along with shoes and accessories. In addition to uniforms, we also provide workplace supplies including managed restroom supply services, first-aid supplies and safety products, floor mats, towels, linens and other workplace supplies.
Critical Scale in Growing, Fragmented Industry: We believe the market opportunity for our services is significant and growing. We estimate our total addressable market to be approximately $48 billion as of March 31, 2023. Within the United States and Canada, we are the second largest provider in our industry, based on publicly reported information related to revenue, number of employees and facilities data for each of Cintas, Aramark and Unifirst. We believe our size and scale provide a competitive advantage in purchasing power, route density, operating efficiencies and ability to attract and retain talent as compared to smaller local and regional competitors.
Extensive Network Footprint: We serve over 95% of the largest metropolitan statistical areas in the United States and every province in Canada. Our footprint enables us to serve large, national customers across the United States and Canada.
Long-Tenured Customer Relationships: We deliver to over 300,000 customer locations and serve businesses which participate across numerous industries. We maintain long-term relationships with our customers due to the quality of our services and products, our ability to deliver on-time and our ability to provide workplace supplies and services that support our customers’ individual strategies and needs.
We believe a key differentiator in our service model is the relationship between our route service representatives and customers. We work to build relationships and trust through weekly, face-to-face interactions with our customers. We believe our customer retention rate was in excess of 90% in the five years ended September 30, 2022, according to internal estimates. Retaining existing customers affords us more opportunities to cross-sell high value workplace supplies.
Experienced Leadership Team: NewCo is led by Kim Scott, President and Chief Executive Officer, Rick Dillon, Executive Vice President and Chief Financial Officer and its other executive officers. See “Management.” These executives have deep experience in their respective areas. They were hired to lead NewCo as a standalone, independent company and are complemented by seasoned industry executives across the company’s commercial and operational functions as well as newly appointed leaders who bring functional expertise, diversity and depth to the NewCo leadership team.
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Ms. Scott has deep and relevant expertise with recurring revenue models having led and operated multiple businesses of this nature over the past 16 years. She also has extensive experience in logistics, route-based distribution and complex rental or subscription-based programs, including in her role as Chief Operating Officer of Terminix. Additionally, she has a broad operating background that includes plant management, logistics, procurement, engineering, acquisitions and large-scale integrations. She joined Aramark in October 2021 as President and CEO of Aramark Uniform Services to develop and launch an accelerated growth and value creation strategy for the company, while also preparing NewCo to be a standalone, independent public company.
Mr. Dillon is a seasoned public company executive with more than 20 years of experience in finance leadership roles. Prior to joining Aramark, Mr. Dillon served as the Chief Financial Officer and Executive Vice President of two publicly traded companies, Enerpac Tool Group and Century Aluminum. He joined Aramark in May 2022 to serve as Chief Financial Officer of Aramark Uniform Services and to prepare NewCo to be a standalone, independent public company.
Our executive leaders foster a culture of investing in our people, supporting their growth and development, instilling a sense of higher purpose, winning through teamwork with integrity and creating a safe environment for all. In addition, our commitment to diversity, equity and inclusion continues to shape our teammate engagement and recruiting efforts.
Value Creation Strategy
As an independent company, we will focus on the development, growth and expansion of our business, with increased flexibility to pursue independent strategic and financial plans, adapt quickly to the changing needs of our customers and sector dynamics, effectively allocate capital to invest in growth areas and accelerate decision-making processes. We are focused on long-term opportunities to make deliveries in our service network more effective, which we expect will drive revenue growth and margin expansion. Our new independence will enable sharper focus on our customers, which we believe will also enhance our competitive positioning and performance.
Our strategy is focused on creating shareholder value through high-quality and profitable revenue growth that is underpinned by efficient operations and a performance-driven culture. We plan to pursue the following key strategies to drive value creation and grow our business:
High-Quality Revenue Growth
Going forward, our strategy will continue to focus on retaining customers, with an increased emphasis on increasing revenue per stop through cross-selling, investing in attractive sectors, margin accretive products and service offerings and adding new customers on existing routes to increase our route density. We believe that, by focusing on these areas, we will achieve higher growth rates with more attractive margin profiles.
Customer Retention: We serve an attractive, large and long-tenured customer base with services and products that generate recurring revenue streams that typically allow more predictability of revenue than non-recurring revenue business models. We continue to remain focused on retaining these customers, including by ensuring we are delivering new value through new or updated services and products. We will continue to modernize the customer experience to make it easier for our customers to continue to do business with us. This includes investments in new technology, such as sophisticated, digital customer portals, as well as investments in our customer service process to enhance our route check-in process and predictive analytics that help us better anticipate customer service opportunities.
Increasing Revenue Per Stop Through Cross-Selling to Leverage Fixed Costs: On average, our current customers take advantage of approximately 30% to 40% of our full line of services and products. We believe there is a significant opportunity to increase our wallet share with our existing customers through cross-selling additional services and products, including compelling adjacent services such as first aid and managed restroom services. This is expected to result in high-margin growth with existing customers by increasing revenue per stop and leveraging our existing delivery costs. We have invested in tools to support our trusted and tenured route service representative teammates, and we are incentivizing them to pursue these opportunities with our existing customer base.
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Targeting Attractive Sectors, Services and Products: We are implementing more targeted sales strategies to drive growth across high-value sectors, services and products. Using enhanced data analytics and insights will enable us to focus on customer wins that improve our revenue mix. An example is our cleanroom offering, where we have established distinct capabilities that allow us to provide this quality-sensitive service that also delivers higher margins.
Increasing Route Density: We are establishing route density metrics to target sales along existing customer routes. We will focus on implementing analytical and geographical prospecting tools that will aid and reward our sales representatives for delivering growth that increases route density and lowers our overall cost to serve per route.
Efficient Operations
Our operations currently include significant cost inputs in areas such as labor, in service inventory costs, plant operating costs and service-related costs. We are working to instill a continuous improvement mindset in our teammates by instituting disciplined, financial metrics and reporting, key performance indicator monitoring and strengthening our leadership in key functional areas such as supply chain, logistics and plant operations.
In our collaboration with new function leaders, we have identified key areas of opportunity to reduce our operating costs and expand margins across our business:
Network Optimization: A comprehensive analysis of our plant network and customer flows (route movements from plant to customer) has revealed a significant opportunity throughout our network to lower our cost to serve our customers. Further, we have identified a portfolio of initiatives related to routing and scheduling efficiencies and transport and logistics improvements. We believe we can deliver margin expansion through this flow optimization.
Workforce Management: We are working to reduce our labor costs by decreasing frontline turnover to improve plant productivity, reducing general and administrative costs and increasing plant automation.
Merchandise Inventory Management: We are focused on lowering in service inventory costs across our system in order to improve the profitability of new and existing business. Examples include delivering higher levels of garment and product reuse to reduce the issuance of new products and supply chain procurement strategies to reduce purchasing costs.
Performance-Driven Culture
Fostering a performance-driven culture is essential to the delivery of high-quality revenue growth and margin expansion. We are focused on further strengthening our capabilities and enhancing competencies in functional areas that are core to the delivery of our strategy such as sales and marketing, pricing, procurement, logistics, technology, talent acquisition and retention and plant operations. We have invested across these areas over the past year and will continue to strengthen these teams to support our strategy. We will make decisions that are informed by data and design performance measurements and incentives that are aligned to the achievement of our strategic objectives.
Human Capital Resources
Our success begins with our people, and ensuring a safe workplace is our first priority. Investing in, developing and caring for our teammates is paramount to retaining our teammates. We believe serving our teammates in this manner significantly improves our ability to serve and retain customers, accelerate profitable growth and enhance productivity. This requires an unwavering commitment to safety, diversity and inclusion, professional growth opportunities and competitive total compensation and benefits that meet the needs of our teammates and their families.
As of June 30, 2023, we had approximately 20,000 teammates, primarily based in the United States, Canada and Mexico. As of June 30, 2023, approximately 10,500 of our teammates were represented by labor unions. We work to maintain productive working relationships with these unions.
Diversity, Equity and Inclusion. We believe that it is beneficial to align our diversity, equity and inclusion priorities with our business strategy.
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At the time of the separation, we expect 75% of our Board of Directors to be from underrepresented groups, including females who are expected to represent 63% of our Board of Directors. Additionally, [          ]% of our executive management team are from underrepresented groups including females, who represent [          ]% of our executive management team. Continuing to increase diversity in executive and all levels of the leadership pipeline remains an organizational priority for the coming years. We have multiple employee resource groups; examples include those supporting women, racially and ethnically diverse employees and the LGBTQ+ community.
Talent Acquisition, Development and Retention. Hiring, developing and retaining teammates is critically important to our operations and we are focused on creating experiences and programs that foster growth, performance and retention. We sponsor training and education programs for our teammates, from hourly teammates to upper levels of management, designed to enhance leadership and managerial capability, help ensure quality execution of our programs, drive customer satisfaction and increase return on investment.
Community Engagement. Through Aramark’s legacy, we have a strong culture of community engagement. As we move forward as an independent, standalone company, we will continue to embrace that legacy and build upon it by developing a community engagement program unique to our business that is aligned with our strategy, teammates, the customers we serve and the communities where we operate.
Compensation, Benefits, Safety and Wellness. In addition to offering market-competitive salaries and wages, we offer comprehensive health and retirement benefits to our teammates. Our core health and welfare benefits are supplemented with specific programs to manage or improve common health conditions and include a variety of voluntary benefits and paid time away from work programs. We also provide programs designed to promote physical, emotional and financial well-being.
Government Regulation
Our business is subject to various federal, state, international, national, provincial and local laws and regulations, in areas such as environmental, labor, employment, immigration, privacy and data security, tax, transportation, health and safety, antitrust, anti-corruption, import/export, consumer protection, false claims and lobby and procurement laws. In addition, our facilities are subject to periodic inspection by federal, state, provincial, local and international authorities. We have various controls and procedures designed to maintain compliance with applicable laws and regulations. Our compliance requirements are subject to legislative changes, or changes in regulatory interpretation, implementation or enforcement. If we fail to comply with applicable laws, we may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, disgorgements or debarments from government contracts.
Our business is subject to various environmental protection laws and regulations, including the United States Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar local, provincial, state, federal and international laws and regulations governing the use, treatment, management, transportation and disposal of wastes and hazardous materials.
We use and manage chemicals and hazardous materials as part of our operations. We are mindful of the environmental concerns surrounding the use, treatment, management, transportation and disposal of these chemicals and hazardous materials, and have taken and continue to take measures to comply with environmental protection laws and regulations. In particular, industrial laundries generate wastewater, air emissions and related wastes as part of operations relating to the laundering of garments and other merchandise. Residues removed from soiled garments and other merchandise laundered at our facilities and from detergents and chemicals used in our wash process may be contained in discharges to air and water (through sanitary sewer systems and publicly owned treatment works) and in waste generated by our wastewater treatment systems. Similar to other companies in our industry, our industrial laundries are subject to certain air and water pollution discharge limits, monitoring, permitting and recordkeeping requirements. Wastewater at our laundry facilities is treated as necessary to comply with local discharge requirements and permits prior to discharge to sanitary sewer systems or publicly owned treatment works. We also own or operate a limited number of aboveground and underground storage tank systems at some locations
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to store petroleum or propane for use in our operations. Certain of these storage tank systems are subject to performance standards, periodic monitoring and recordkeeping requirements.
Given the regulated nature of some of our operations, we could face penalties and fines for noncompliance. In the past, we have settled, or contributed to the settlement of, actions or claims relating to the management of underground storage tanks and the handling and disposal of chemicals or hazardous materials, either on- or off-site. We may, in the future, be required to expend material amounts to rectify the consequences of any such events. Under environmental laws, we may be liable for the costs of removal or remediation of certain hazardous materials located on or in or migrating from our owned or leased property or located at sites to which we have sent waste for off-site disposal, as well as related costs of investigation and property damage. Such laws may impose liability without regard to our fault, knowledge or responsibility for the presence of such hazardous materials. We may not know whether our acquired or leased properties have been operated in compliance with environmental laws and regulations or that our future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third-party actions such as tort suits. We routinely review and evaluate sites that may require remediation and monitoring. Based on these reviews and various estimates and assumptions, we determine our estimated costs. As of June 30, 2023, we do not anticipate any expenditures for environmental remediation that would have a material effect on our financial condition. While environmental compliance is not a material component of our costs, we invest in equipment, technology and operating expenses, primarily for water treatment and waste removal, on a regular basis in order to comply with environmental laws and regulations, to promote the safety of our teammates and customers and to enhance the sustainability of our operations.
Intellectual Property
We have patents, trademarks, trade names and licenses that support the operation of our business. Historically, the Aramark brand, including its corporate starperson logo design, and the Aramark word mark have been used to market our business.
In connection with the separation and distribution, we will be repositioning our brand to better represent our customer value proposition and value creation strategy as an independent, standalone uniform rental and workplace supplies company. We anticipate the repositioning of our brand will occur in stages, over time, and we intend to use trade advertising and targeted digital marketing to promote recognition of our brand.
Environmental, Social and Governance (ESG)
We have been engaged in actively supporting the environmental, social and governance (“ESG”) efforts of Aramark as a whole. Below are key areas of focus NewCo has undertaken with the leadership of Aramark and that we intend to continue to pursue as a standalone entity:
•We maintain a Corporate Social Compliance Policy and related Code of Conduct that address the international manufacturing of our private label garments under safe, lawful and humane working conditions. To support our Corporate Social Compliance Policy, our international private label garment manufacturers annually confirm their commitment to comply with our Code of Conduct, and the factories used to produce these products are subject to annual third-party social compliance audits.
•We have made enhancements to our wash chemistry that allow us to conserve electricity, natural gas and water. Our most recent chemical enhancement has provided utility resource reductions with shorter washing machine run times (electricity), reduced water temperatures (natural gas) and fewer rinse cycles (water).
•We focus on the efficient use of fossil fuels to reduce related emissions. We seek to increase route efficiency with technology and processes that reduce travel time, distance and fuel consumption. For example, our new telematics technology allows us to proactively reduce fuel usage by limiting idling through real-time in-cab driver alerts.
NewCo’s Board of Directors and executive leadership are committed to leading a socially responsible organization that supports the health of our planet, cares for our employees, invests in the communities we work in
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and conducts business in an ethical manner with appropriate governance. Following the separation, NewCo’s Board of Directors will oversee our ESG goals and objectives, and will support the implementation of our ESG priorities and commitments.
Legal Proceedings
On May 13, 2022, Cake Love Co. (“Cake Love”) commenced a putative class action lawsuit against AmeriPride Services, LLC (“AmeriPride”), a subsidiary of AUS, in the United States District Court for the District of Minnesota. The lawsuit was subsequently updated to add an additional named plaintiff, Q-Mark Manufacturing, Inc. (together with Cake Love, the “Plaintiffs”). Plaintiffs allege that the defendants increased certain pricing charged to members of the purported class without the proper notice required by service agreements between AmeriPride and members of the purported class. Plaintiffs seek damages on behalf of the purported class representing the amount of the allegedly improperly noticed price increases along with attorneys’ fees, interest and costs. The parties are currently engaging in written discovery, and the defendants intend to move for summary judgment. NewCo believes it has numerous defenses and intends to continue to vigorously defend the action. NewCo cannot predict the outcome of this legal matter, nor can it predict whether any outcome will have a material adverse effect on its condensed combined statements of income and/or condensed combined statements of cash flows. Accordingly, NewCo has made no provisions for this legal matter in its condensed combined financial statements.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the other sections of this information statement, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Information Statement Summary—Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information,” “Unaudited Pro Forma Condensed Combined Financial Information” and Aramark Uniform Services’ (“AUS”) historical audited Combined Financial Statements and unaudited Condensed Combined Financial Statements included elsewhere in this information statement. This discussion contains forward-looking statements, such as NewCo’s plans, objectives, opinions, expectations, anticipations, intentions, and beliefs, that are based upon NewCo’s current expectations but that involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Business” sections and elsewhere in this information statement. In the following discussion and analysis of financial condition and results of operations, certain financial measures may be considered “non-GAAP financial measures” under SEC rules. These rules require supplemental explanation and reconciliation, which is provided elsewhere in this information statement.
References to “we,” “us” and “our” refer to AUS as held by NewCo.
All amounts discussed are in millions of U.S. dollars, except where otherwise indicated.
Company Overview
NewCo is a leading provider of uniforms and workplace supplies across the United States and Canada, with over 75 years of experience in the workplace apparel and supplies industry. We provide a full range of uniform programs, managed restroom supply services, first aid supplies and safety products, as well as ancillary items such as floor mats, towels and linens, to more than 300,000 customer locations across the United States and Canada. We compete with national, regional and local providers who vary in size, scale, capabilities and product and service offering. Primary methods of competition include product quality, service quality and price. Notable competitors of size include Cintas Corporation and UniFirst Corporation, as well as numerous regional and local competitors. Additionally, many businesses perform certain aspects of our product and service offerings in-house rather than outsourcing them and leveraging the benefits of full-service programs.
With approximately 20,000 employees, we operate a network of over 350 facilities, including laundry plants, satellite plants, distribution centers and manufacturing plants along with a fleet of service vehicles that support over 3,400 pick-up and delivery routes. We have two manufacturing facilities in Mexico with approximately 230,000 square feet of manufacturing capacity between both plants that produce approximately 50% of our uniforms and linens products. We source raw materials, finished goods, equipment and other supplies from a variety of domestic and international suppliers. We leverage our broad footprint, supply chain, delivery fleet and route logistic capabilities to serve customers on a recurring basis, typically weekly, and primarily through multi-year contracts.
Our full-service uniform offering (“Uniforms”) includes the design, sourcing, manufacturing, customization, personalization, delivery, laundering, sanitization, repair and replacement of uniforms. Our uniform options include shirts, pants, outerwear, gowns, scrubs, high visibility garments, particulate-free garments and flame-resistant garments, along with shoes and accessories. We service our customers on a recurring rental basis, typically weekly, delivering clean uniforms while, during the same visit, picking up worn uniforms for inspection, cleaning and repair or replacement. In addition to our weekly, recurring customer contracts, we offer customized uniforms through direct sales agreements, typically for large, regional or national companies.
In addition to Uniforms, we also provide workplace supplies (“Workplace Supplies”) including managed restroom supply services, first aid supplies and safety products, floor mats, towels and linens. Similar to our uniform offering, on a recurring rental basis, generally weekly, we pick up used and soiled floor mats, towels and linens, replacing them with clean products. We also restock restroom supplies, first aid supplies and safety products as needed.
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We manage and operate our business in two reportable segments, United States and Canada. Both segments provide Uniforms and Workplace Supplies, as described above, to customers within their specific geographic territories.
Separation from Aramark
On May 10, 2022, Aramark announced that its Board of Directors approved a plan to separate its Uniform and Career Apparel business. Under the plan, Aramark would execute a separation of NewCo by way of a pro rata distribution of common stock of NewCo to Aramark stockholders at the close of business on the record date of the separation. The proposed separation is intended to be a tax-free transaction to Aramark and its stockholders for United States federal income tax purposes.
Relationship with Aramark
Following the separation, certain functions that Aramark provided to NewCo prior to the separation will either continue to be provided to NewCo by Aramark under transition services agreements or will be performed using NewCo’s own resources or third-party service providers. We expect to incur certain one-time charges in its establishment as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company.
Basis of Presentation
The Combined Financial Statements reflect the combined historical results of operations, comprehensive income and cash flows for the years ended September 30, 2022, October 1, 2021 and October 2, 2020, and the financial position as of September 30, 2022 and October 1, 2021 for AUS. The unaudited Condensed Combined Financial Statements reflect the combined historical results of operations, comprehensive income and cash flows for the nine months ended June 30, 2023 and July 1, 2022 and the financial position as of June 30, 2023. The Combined Financial Statements and the unaudited Condensed Combined Financial Statements (collectively referenced as “Combined Financial Statements” hereafter) have been derived from Aramark’s historical accounting records and were prepared on a standalone basis in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The assets, liabilities, revenue and expenses of AUS have been reflected in these Combined Financial Statements on a historical cost basis, as included in the Combined Financial Statements of Aramark, using the historical accounting policies applied by Aramark. Historically, separate financial statements have not been prepared for AUS, and it has not operated as a standalone business from Aramark. The historical results of operations, financial position and cash flows of AUS presented in these Combined Financial Statements may not be indicative of what they would have been had AUS been an independent standalone public company, nor are they necessarily indicative of AUS’s future results of operations, financial position and cash flows.
AUS’s business has historically functioned together with other Aramark businesses. Accordingly, AUS relied on certain of Aramark’s corporate support functions to operate. The Combined Financial Statements include all revenues and costs directly attributable to AUS and an allocation of expenses related to certain Aramark corporate functions. These expenses have been allocated to AUS on the basis of direct usage where identifiable, with the remainder allocated on a pro rata basis of revenues, headcount or other drivers. AUS considers these allocations to be a reasonable reflection of the utilization of services or the benefit received. However, the allocations may not be indicative of the actual expense that would have been incurred had AUS operated as an independent, standalone public entity, nor are they indicative of NewCo’s future expenses.
The Combined Financial Statements include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to AUS.
AUS’s cash flows within the United States segment are transferred to Aramark regularly as part of Aramark’s centralized cash management program. AUS’s cash flows within the Canada segment are reinvested locally. The cash and cash equivalents held by Aramark at the corporate level are not specifically identifiable to AUS and therefore were not allocated to any of the periods presented. Only cash amounts specifically attributable to AUS are reflected in the Combined Balance Sheets. Transfers of cash, both to and from Aramark’s central cash management
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system, are reflected as a component of “Net parent investment” on the Combined Balance Sheets and in “Net cash used in financing activities” on the accompanying Combined Statements of Cash Flows.
Aramark’s long-term borrowings and related interest expense, exclusive of certain financing lease obligations, have not been attributed to AUS for any of the periods presented because the borrowings are neither directly attributable to AUS nor is AUS the primary legal obligor of such borrowings.
All intercompany transactions and balances within AUS have been eliminated. Transactions between AUS and Aramark have been included in these Combined Financial Statements and are considered related party transactions (see Note 4 to both the AUS audited Combined Financial Statements and AUS unaudited Condensed Combined Financial Statements).
The “Provision for Income Taxes” in the Combined Statements of Income has been calculated as if AUS filed a separate tax return and was operating as a standalone company. Therefore, income tax expense, cash tax payments and items of current and deferred income taxes may not be reflective of AUS’s actual tax balances prior to or subsequent to the distribution.
Sources of Revenue
NewCo generates and recognizes over 93% of its total revenue from route servicing contracts on both Uniforms, which NewCo generally manufactures, and Workplace Supplies, such as mats, towels and linens that are procured from third-party suppliers. Revenue from these contracts represent a single-performance obligation and is recognized over time as services are performed based on the nature of services provided and contractual rates (output method). NewCo generates its remaining revenue primarily from the direct sale of uniforms to customers, with such revenue being recognized when NewCo’s performance obligation is satisfied, typically upon the transfer of control of the promised product to the customer. Revenue is recognized in an amount that reflects the consideration NewCo expects to be entitled to in exchange for the services or products described above and is presented net of sales and other taxes we collect on behalf of governmental authorities.
Costs and Expenses
Our costs and expenses are comprised of cost of services provided (exclusive of depreciation and amortization) (hereafter referred to as “cost of services provided”), depreciation and amortization and selling, general and administrative expenses.
Cost of services provided includes the costs associated with the recurring pickup, processing and delivery of products to rental customers, the amortized cost of in service inventory for the rental business, and the cost of products sold to customers through our direct sales offerings.
Depreciation and amortization expense reflects the cost of investments in our manufacturing plants, processing facilities, distribution centers and technology capabilities, and the amortization of intangible assets related to acquisitions. More specifically, depreciation expense is related to processing operation assets such as washers, dryers, steam tunnels and related equipment, distribution centers and related product handling and storage equipment, company-owned and financed delivery vehicles, information technologies and other assets for which we expect to receive an economic benefit for greater than one year. The cost of these investments is depreciated on a straight-line basis over three to 40 years based upon the estimated useful life of the asset.
Selling, general and administrative expenses include costs attributable to our sales team and the administrative functions required to support our customers and our team members.
Interest Expense and Other, net, is primarily comprised of interest expense recognized on financing leases and AUS’s share of the financial results for equity method investments.
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Provision for Income Taxes
The Provision for Income Taxes represents federal, foreign, state and local income taxes. Our effective tax rate differs from the statutory United States income tax rate due to the effect of state and local income taxes, the tax rate in Canada where we have operations, tax credits and certain nondeductible expenses.
Foreign Currency Fluctuations
The impact from foreign currency translation assumes constant foreign currency exchange rates based on the rates in effect for the prior fiscal year period being used in translation for the comparable current year period. We believe that providing the impact of fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of business performance.
Fiscal Year
Our fiscal year is the 52- or 53-week period which ends on the Friday nearest to September 30th. The fiscal years ended September 30, 2022 and October 1, 2021 were each 52-week periods and the fiscal year ended October 2, 2020 was a 53-week period. The nine months ended June 30, 2023 and July 1, 2022 were each 39-week periods.
Key Trends Affecting Our Results of Operations