Amendment: SEC Form SC 13D/A filed by Vestis Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

VESTIS CORPORATION

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

29430C102

(CUSIP Number)

 

Keith Meister

Patrick J. Dooley, Esq.

Corvex Management LP

667 Madison Avenue

New York, NY 10065

(212) 474-6700

 COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 18, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 3 is hereby amended and restated in its entirety to read as follows:

The Reporting Persons used the working capital of the Corvex Funds to purchase the 17,007,877 Shares reported herein.  The total purchase price for the Shares reported herein was approximately $212,047,240.

Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies.  Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.

Item 4 is hereby amended and supplemented by the addition of the following:

On June 18, 2024, the Issuer’s Board of Directors (the “Board”) appointed Keith Meister as a director on the Board and issued to Mr. Meister 7,435 restricted stock units of the Issuer in respect of his Board service, which vest 100% into Shares on a 1-to-1 basis on the earlier of (i) the day before the next scheduled annual general meeting of the Issuer’s stockholders after the grant date of the award or (ii) February 16, 2025. Mr. Meister was appointed to the Board as a Class I director, with a term expiring at the first annual meeting of stockholders to be held by the Issuer following the spin-off from Aramark.

In connection with Mr. Meister’s appointment to the Board, on June 18, 2024, the Issuer, Corvex and Mr. Meister entered into a letter agreement (the “Letter Agreement”).  Pursuant to the Letter Agreement, during the period from the date of the Letter Agreement to the date that Mr. Meister is no longer serving on the Board, Corvex and Mr. Meister agreed (i) to certain customary limitations on certain activities, (ii) not to acquire or seek to acquire any Shares or other voting securities of the Issuer or securities convertible into, or exercisable or exchangeable for Shares or other voting securities if, immediately after such acquisition, Corvex, together with Mr. Meister (the “Corvex Group”) and any Investor Affiliate (as defined in the Letter Agreement) would in the aggregate beneficially own more than 15%, or have economic exposure to more than 17%, of the outstanding Shares, and (iii) if members of the Corvex Group do not collectively hold at least 8,503,939 Shares (the “Corvex Group Minimum Ownership Requirement”), then within two business days from the time when the Corvex Group Minimum Ownership Requirement is not met, Mr. Meister shall tender his resignation as a director to the Board, and the Board’s Nominating, Governance and Corporate Responsibility Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which is incorporated by reference as Exhibit 1 and is incorporated herein by reference.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board (to the extent public), price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include, without limitation: (i) subject to the terms of the Letter Agreement, acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  Mr. Meister currently serves as a director of the Issuer and, in connection with such role, may consider such activities referred to in subsections (a) through (j) of Item 4 of Schedule 13D.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b) Corvex may be deemed to be the beneficial owner of 17,007,877 Shares, which represent approximately 12.9% of the Issuer’s outstanding Shares.  By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Reporting Persons may be deemed to have sole power to vote and sole power to dispose of 17,007,877 Shares.

The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 131,450,628 Shares outstanding as of April 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024.

 

(c) The information in Item 4 is incorporated herein by reference. Except as set forth in Exhibit 2 attached hereto or disclosed herein or previously disclosed in the Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

 

(d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

Item 6 is hereby amended and supplemented by the addition of the following:

The information in Item 4 is incorporated herein by reference.

The Letter Agreement is incorporated by reference as Exhibit 1 and is incorporated herein by reference.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

EXHIBIT 2

 

TRANSACTIONS

 

The following table sets forth all transactions not previously reported effected in the last sixty days by the Reporting Persons (on behalf of the Corvex Funds) in respect of the Shares, inclusive of any transactions effected through 9:30 a.m., New York City time, on June 20, 2024. All such transactions were purchases of securities effected in the open market, and the table includes commissions paid in per share prices.

 

 

(1) The prices in each of the following rows are weighted average prices. These shares were purchased in multiple transactions. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.