Amendment: SEC Form SCHEDULE 13D/A filed by Vestis Corporation
$VSTS
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Vestis Corporation (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
29430C102 (CUSIP Number) |
Keith Meister/Patrick Dooley Corvex Management LP, 667 Madison Avenue, New York, NY, 10065 (212) 474-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/05/2025 (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).
SCHEDULE 13D
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| CUSIP No. | 29430C102 |
| 1 |
Name of reporting person
Corvex Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
17,007,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 29430C102 |
| 1 |
Name of reporting person
Keith A. Meister | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,007,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Vestis Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1035 Alpharetta Street, Suite 2100, Roswell,
GEORGIA
, 30075. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") supplements the information set forth in the Schedule 13D dated May 8, 2024, and as amended by Amendment No. 1 on June 20, 2024, filed by Corvex Management LP ("Corvex") and Keith Meister with the United States Securities and Exchange Commission (the "Schedule 13D") relating to the shares of common stock, par value $0.01 per share (the "Shares"), of Vestis Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
On May 5, 2025, the Issuer, Corvex and Mr. Meister entered into an amendment (the "Amendment") to the Letter Agreement that increases the beneficial ownership limit from 15.0% to 20.0% (and economic exposure limit from 17.0% to 20.0%) of the outstanding Shares that Corvex and its affiliates are permitted to acquire during the period from the date of the Letter Agreement to the date Mr. Meister is no longer serving on the Board. The standstill provisions, including the increased ownership limit, continue in effect through the date Mr. Meister is no longer serving on the Board.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 percentage calculated in the immediately foregoing paragraph is calculated based on a total of 131,745,115 Shares outstanding as of January 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on February 5, 2025. | |
| (b) | Items 7 through 10 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference. | |
| (c) | 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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by the addition of the following:
The information in Item 4 is incorporated herein by reference.
The Amendment is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Amendment No. 1 to Letter Agreement, dated May 5, 2025, by and between Vestis Corporation, Corvex Management LP and Keith Meister (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2025). | ||
| 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.
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