| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ ARMK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/11/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(2) | 12/11/2013 | A | 1,250(2) | A | $0 | 42,401,250 | I(1)(2) | See footnotes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1) |
| 2. See Exhibit 99.1 for text of footnote (2) |
| 3. See Exhibit 99.1 for text of footnote (3) |
| Remarks: |
| Exhibits 99.1 (Footnotes) and 99.2 (Joint Filer Information) are incorporated herein by reference. |
| THOMAS H. LEE ADVISORS, LLC, By: THL Holdco, LLC its Managing Member, /s/ Charles P. Holden, Managing Director | 12/13/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Thomas H. Lee Advisors, LLC
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Equity Fund VI Investors (Aramark), LLC (“THL Aramark”), THL Coinvestment Partners, L.P. (“THL Coinvestment”; together with THL Equity VI, Parallel Fund VI, DT Fund VI and THL Aramark the “THL Funds”) as well as Putnam Investment Holdings, LLC (“Putnam”) and Putnam Investments Employees’ Securities Company III, LLC (“Putnam III”).
The reporting person is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment. In addition Thomas H. Lee Partners, L.P. is the managing member of THL Equity Advisors VI, LLC, which in turn is the general partner of THL Equity VI, Parallel Fund VI, DT Fund VI and THL Aramark. THL Advisors is attorney-in-fact of Putnam Investments, LLC, which is the managing member of Putnam, which in turn is the managing member of Putnam III.
(2) Securities issued represent restricted stock units that will vest in full on December 11, 2014, which were granted by the Issuer in connection with the Reporting Person’s services as a director. Pursuant to the operative agreements for THL Equity VI, Parallel Fund VI and DT Fund VI (together with THL Equity VI and Parallel Fund VI, “THL Funds”), any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are to be held for the benefit of the THL Funds.
(3) Each of the THL Funds, Putnam and Putnam III disclaims beneficial ownership of the shares listed in the report, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Thomas H. Lee Equity Fund VI, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partners
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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1
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas H. Lee Parallel Fund VI, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARALLEL FUND VI, L.P.
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By: THL Equity Advisors VI, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas H. Lee Parallel (DT) Fund VI, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
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By: THL Equity Advisors VI, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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3
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Equity Fund VI Investors (Aramark), LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EQUITY FUND VI INVESTORS (ARAMARK), LLC
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By: THL Equity Advisors VI, LLC, its Manager
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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4
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Coinvestment Partners, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL COINVESTMENT PARTNERS, L.P.
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By: Thomas H. Lee Partners, L.P., its General Partner
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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5
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Putnam Investment Holdings, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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PUTNAM INVESTMENT HOLDINGS, LLC
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By: Putnam Investments, LLC, its Managing Member
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By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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6
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Putnam Investments Employees’ Securities Company III, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Aramark Holdings Corp.
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Date of Event Requiring Statement
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(Month/Day/Year):
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December 11, 2013
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
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By: Putnam Investment Holdings, LLC, its Managing Member
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By: Putnam Investments, LLC, its Managing Member
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By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/ Charles P. Holden | |
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Name:
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Charles P. Holden
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Title:
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Managing Director
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7