As filed with the Securities and Exchange Commission on December 12, 2014

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Aramark

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		5812		20-8236097
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Aramark

1101 Market Tower

Philadelphia, Pennsylvania 19107

(215) 238-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Stephen R. Reynolds, Esq.

Executive Vice President, General Counsel and Secretary

Aramark Tower

1101 Market Tower

Philadelphia, Pennsylvania 19107

(215) 238-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Joseph H. Kaufman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000		Daniel J. Zubkoff, Esq. Douglas S. Horowitz, Esq. Timothy B. Howell, LLP Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 (212) 701-3000

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-200694

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price(1)(2)		Amount of registration fee(3)
Common Stock, par value $0.01 per share		5,750,000		$28.00		$161,000,000		$18,708.20

(1)	Includes shares issuable upon exercise of the underwriters’ option. See “Underwriting (Conflicts of Interest).”

(2)

In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-200694), as amended is hereby registered.

(3)	Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

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EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Aramark (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333- 200694), as amended, which was declared effective by the Commission on December 11, 2014.

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Exhibit Number		Description
5.1		Opinion of Simpson Thacher & Bartlett LLP (incorporated by reference to Exhibit 5.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-200694) filed with the Commission on December 3, 2014).
23.1		Consent of Independent Registered Public Accounting Firm—KPMG LLP.
23.2		Consent of Independent Auditors—Deloitte Touche Tohmatsu LLC.
23.3		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
23.4		Consent of Irene Esteves (incorporated by reference to Exhibit 23.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-200694) filed with the Commission on December 3, 2014).
24.1		Power of Attorney (included on the signature page to the Registrant’s Registration on Form S-1 (File No. 333-200694) filed with the Commission on December 3, 2014 and incorporated herein by reference).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Aramark has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on December 12, 2014.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on December 12, 2014.

 

Signature		Capacity
*		Chairman of the Board and Director
Joseph Neubauer
*		Chief Executive Officer, President and Director
Eric J. Foss
*		Executive Vice President, Chief Financial Officer
L. Frederick Sutherland		(Principal Financial Officer)
*		Senior Vice President, Controller and Chief Accounting
Joseph Munnelly		Officer (Principal Accounting Officer)
*		Director
Todd M. Abbrecht
*		Director
Lawrence T. Babbio, Jr.
*		Director
David A. Barr
*		Director
Leonard S. Coleman, Jr.
*		Director
Daniel J. Heinrich
*		Director
James E. Ksansnak
*		Director
Sanjeev Mehra
*		Director
Stephen P. Murray
*		Director
Stephen Sadove

* By:		/s/ Harold Dichter
		Harold Dichter as Attorney-in-Fact

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Aramark:

We consent to the use of our report dated December 2, 2014, with respect to the consolidated balance sheets of Aramark and subsidiaries as of October 3, 2014 and September 27, 2013, and the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the fiscal years ended October 3, 2014, September 27, 2013 and September 28, 2012, and the related financial statement schedule, incorporated by reference herein, and to the reference of our firm under the heading “Experts” in the prospectus.

 

/s/ KPMG LLP

Philadelphia, Pennsylvania

December 8, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of Aramark on Form S-1 of our report dated July 30, 2014, relating to the consolidated financial statements of AIM SERVICES Co., Ltd. and subsidiaries as of March 31, 2014 and 2013 and for each of the three years in the period ended March 31, 2014 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) that accounting principles generally accepted in Japan vary in certain significant respects from accounting principles generally accepted in the United States of America as discussed in Note 14 and (2) that the audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and such translation has been made in conformity with the basis stated in Note 1), appearing in the Annual Report on Form 10-K of Aramark for the year ended October 3, 2014, and to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

 

/s/ DELOITTE TOUCHE TOHMATSU LLC

Tokyo, Japan December 9, 2014