UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Securities registered pursuant to Section 12(b) of the Act:
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| par value $0.01 per share | |||||||||||
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On January 17, 2025, Aramark Services, Inc. (the “Issuer”), an indirect wholly owned subsidiary of Aramark, issued a notice of conditional redemption pursuant to the indenture, dated as of March 22, 2017, as supplemented, among the Issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee, relating to the Issuer’s 5.000% Senior Notes due 2025 (the “2025 Notes”), notifying holders that the Issuer has elected to redeem (the “Redemption”), on February 18, 2025 (the “Redemption Date”), the entire $551,538,000 aggregate principal amount of 2025 Notes currently outstanding at a redemption price equal to 100.000% of the aggregate principal amount of such 2025 Notes, plus accrued and unpaid interest to the date of redemption.
The Redemption is conditioned upon the receipt by the Issuer of proceeds from the incurrence of new indebtedness in an amount sufficient to pay in full all amounts due in connection with the Redemption. This condition may be waived by the Issuer in its sole discretion. In addition, the date of redemption may, in the Issuer’s discretion, be delayed until such time as the foregoing condition is satisfied or waived.
In connection with the Redemption, the Issuer has completed a syndication process for new U.S. dollar denominated term loans due June 2030 in an aggregate principal amount of $1,395 million (the “New U.S. Term B-8 Loans”). It is currently anticipated that the New U.S. Term B-8 Loans will be incurred concurrent with the Redemption on the Redemption Date, with remaining proceeds following the Redemption used to refinance existing term loans and pay related fees and expenses. These transactions will be net leverage neutral to Aramark.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by Aramark under the Securities Act of 1933, as amended or under Securities Exchange Act of 1934, as amended, unless Aramark expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in Aramark’s filings with the Securities and Exchange Commission. Aramark disclaims any obligation to update forward-looking statements, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aramark | ||||||||||||||
| Date: | January 17, 2025 | By: | /S/ LAUREN A. HARRINGTON | |||||||||||
| Name: | LAUREN A. HARRINGTON | |||||||||||||
| Title: | Senior Vice President and | |||||||||||||
| General Counsel | ||||||||||||||