Obligation Aramark 5.75% ( US038521AM20 ) en USD

Aramark

100 % ▲

Etas-Unis

US038521AM20 ( en USD )

5.75% par an ( paiement semestriel )

15/03/2020 - Obligation échue

Prospectus brochure de l'obligation Aramark US038521AM20 en USD 5.75%, échue

2 000 USD

1 000 000 000 USD

038521AM2

BB+ ( Spéculatif )

B1 ( Très spéculatif )

L'Obligation émise par Aramark ( Etas-Unis ) , en USD, avec le code ISIN US038521AM20, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2020

L'Obligation émise par Aramark ( Etas-Unis ) , en USD, avec le code ISIN US038521AM20, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Aramark ( Etas-Unis ) , en USD, avec le code ISIN US038521AM20, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-192907

Offer to Exchange
All Outstanding
5.75% Senior Notes due 2020 ($1,000,000,000 principal amount outstanding)
for 5.75% Senior Notes due 2020
which have been registered under the Securities Act of 1933

The Exchange Notes:
The Exchange Offer:

·
We will exchange all outstanding notes that are validly
·
The exchange notes are being offered in order to satisfy

tendered and not validly withdrawn for an equal principal
certain of our obligations under the registration rights

amount of exchange notes that are freely tradable.
agreement entered into in connection with the private

offering of the outstanding notes.
·
You may withdraw tenders of outstanding notes at any time

prior to the expiration date of the exchange offer.
·
The terms of the exchange notes to be issued in the

exchange offer are substantially identical to the
·
The exchange offer expires at 5:00 p.m., New York City

outstanding notes, except that the exchange notes will be

time, on February 10, 2014, unless extended. We do not
freely tradable.
currently intend to extend the expiration date.
· The exchange of outstanding notes for exchange notes in
Resales of the Exchange Notes:

the exchange offer will not be a taxable event for U.S.

federal income tax purposes.
·
The exchange notes may be sold in the over-the-counter-

market, in negotiated transactions or through a
·
We will not receive any proceeds from the exchange offer.

combination of such methods. We do not plan to list the
exchange notes on a national market.

See "Risk Factors" beginning on page 23 for a discussion of certain risks that you should consider
before participating in the exchange offer.
Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities
Act of 1933.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities.
We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any
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representation to the contrary is a criminal offense.
The date of this prospectus is January 13, 2014.
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TABLE OF CONTENTS

Page
Summary
1

Risk Factors
23

Statements Regarding Forward-Looking Information
37

Ownership Structure
39

Use of Proceeds
40

Capitalization
41

Unaudited Pro Forma Financial Information
43

Selected Consolidated Financial Data
46

Management's Discussion and Analysis of Financial Condition and Results of Operations
49

Business
76

Management
88

Security Ownership of Certain Beneficial Owners and Management
144
Certain Relationships and Related Party Transactions
148
Description of Other Indebtedness
151
The Exchange Offer
157
Description of Notes
167
Registration Rights
228
Book-entry; Delivery and Form
230
United States Federal Income Tax Consequences of the Exchange Offer
234
Certain ERISA Considerations
235
Plan of Distribution
236
Legal Matters
236
Experts
236
Available Information
237
Index to Consolidated Financial Statements
F-1
You should rely only on the information contained in this prospectus or in any free writing prospectuses we have
prepared. We have not authorized any dealer, salesperson or other person to give any information or represent anything to
you other than the information contained in this prospectus and we take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. You must not rely on unauthorized information or
representations.
This prospectus does not offer to sell nor ask for offers to buy any of the securities in any state or jurisdiction where an
offer or sale is not permitted, where the person making the offer is not qualified to do so, or to any person who cannot legally
be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after
that date.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated or the context otherwise requires, references in this prospectus to "we," "our," "us," "ARAMARK"
and "the Company" and similar terms refer to ARAMARK Holdings Corporation and its subsidiaries and references to "Holdings"
refer to ARAMARK Holdings Corporation and not any of its subsidiaries.
Our fiscal year ends on the Friday nearest September 30 in each year. In this prospectus, when we refer to our fiscal years, we
say "fiscal" and the year number, as in "fiscal 2013," which refers to our fiscal year ended September 27, 2013. In addition, "client"
refers to those businesses and other organizations which engage us to provide services. "Consumers" refers to those consumers of our
services, such as employees, students and patrons, to whom our clients provide us access.
We present Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, as defined under "Prospectus Summary
--Summary Consolidated Financial Data," as non-U.S. Generally Accepted Accounting Principles, or non-GAAP, financial measures
in various places throughout this prospectus. Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are
supplemental measures used by management to measure operating performance. Our presentation of Adjusted Net Income, Adjusted
Operating Income and Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a
substitute for analysis of our results as reported under generally accepted accounting principles in the United States ("U.S. GAAP").
We use Adjusted Net Income as a supplemental measure of our overall profitability because it excludes the impact of the non-cash
amortization of certain intangible assets and depreciation of property and equipment that were created at the time of our 2007 going-
private transaction (the "2007 Transaction"), non-cash share-based compensation expense and other costs that are not indicative of
our ongoing operational performance. Similarly, we use Adjusted Operating Income and Adjusted EBITDA as supplemental measures
of our operating profitability and to evaluate and control our cash operating costs because they exclude the impact of the items noted
above relating to the calculation of Adjusted Net Income that are not indicative of our ongoing operational performance. We believe
the presentation of Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA is appropriate to provide additional
information to investors about our operating performance.
We also present Covenant EBITDA and Covenant Adjusted EBITDA as non-GAAP financial measures of ARAMARK
Corporation and its restricted subsidiaries under "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources." Our presentation of Covenant EBITDA and Covenant Adjusted EBITDA has
limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported
under U.S. GAAP. In addition, Covenant EBITDA and Covenant Adjusted EBITDA are measures of ARAMARK Corporation and its
restricted subsidiaries only and do not include the results of Holdings. We believe that the inclusion of Covenant EBITDA and
Covenant Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about the calculation of
certain financial measures in our senior secured credit facilities and the indenture governing our 5.75% Senior Notes due 2020,
which we refer to as our notes. For instance, our senior secured credit facilities and the indenture governing our notes contain
financial ratios that are calculated by reference to Covenant Adjusted EBITDA. Non-compliance with the financial ratio maintenance
covenants contained in our senior secured credit facilities could result in the requirement to immediately repay all amounts
outstanding under such facilities, while non-compliance with the debt incurrence ratio contained in our senior secured credit facilities
and the indenture governing our notes would prohibit us from being able to incur additional indebtedness other than pursuant to
specified exceptions.
Because Adjusted Net Income, Adjusted Operating Income, Adjusted EBITDA, Covenant EBITDA and Covenant Adjusted
EBITDA are not measures determined in accordance with U.S. GAAP and are susceptible to varying calculations, we caution
investors that these measures as presented may not be comparable to similarly titled measures of other companies. Under "Prospectus
Summary--Summary Consolidated Financial Data" herein, we include a quantitative reconciliation of Adjusted Net Income, Adjusted
Operating Income and

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Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net income. Under
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources," we
include a quantitative reconciliation of Covenant EBITDA and Covenant Adjusted EBITDA to the most directly comparable U.S.
GAAP financial performance measure, which is net income attributable to ARAMARK Corporation stockholder.
MARKET AND INDUSTRY DATA
The data included in this prospectus regarding our industry and market opportunity, including the size of certain sectors and
geographies, our position and the position of our competitors within these sectors and geographies and the portion of the market
opportunity that is currently outsourced, are based on management estimates, which were derived using our management's knowledge
and experience in the sectors and geographies in which we operate, our own internal estimates and research, industry and general
publications and research, and surveys and studies conducted by third parties. We believe these estimates to be accurate as of the date
of this prospectus. However, these estimates may prove to be inaccurate because of the method by which we obtained some of the
data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the
availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

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SUMMARY
This summary does not contain all of the information that you should consider before making your investment decision.
You should read the entire prospectus carefully, including the matters discussed under the caption "Risk Factors" and the
detailed information and financial statements included in this prospectus.
Our Company
We are a leading global provider of food, facilities and uniform services to education, healthcare, business and industry and
sports, leisure and corrections clients. Our core market is North America, which is supplemented by an additional 19-country
footprint serving many of the fastest growing global geographies. We hold the #2 position in North America in food and facilities
services and uniform services based on total sales in 2013. Internationally, we hold a top 3 position in food and facilities
services based on total sales in 2013 in most countries in which we have significant operations, and are one of only 3 food and
facilities competitors with our combination of scale, scope, and global reach. Through our established brand, broad geographic
presence and approximately 272,000 employees, we anchor our business in our partnerships with thousands of education,
healthcare, business, sports, leisure and corrections clients. Through these partnerships we serve millions of consumers including
students, patients, employees, sports fans and guests worldwide. The scope and range of ARAMARK's services are evidenced by
the following:

· We provide services to 86% of the Fortune 500

· We serve over 500 million meals annually to approximately 5 million students at colleges, universities, and K-12

schools

· We service over 2,000 healthcare facilities, collectively representing over 75 million patient days annually

· We cater to approximately 100 million sports fans annually through our partnerships with over 150 professional and

collegiate teams

· We put over 2 million people in uniforms each day

· We operate in 22 countries in North America, Europe, Asia and South America
ARAMARK's mission is to "Deliver experiences that enrich and nourish lives." This mission is anchored in a set of
goals, which we refer to as our core values, that guide our execution in the marketplace:

· Sell and Serve with Passion. Placing clients and consumers at the center of all that we do by listening and responding

to their needs with service focused on quality and innovation

· Set Goals. Act. Win. Maintaining a culture of accountability where performance matters and exhibiting leadership that

achieves and exceeds expectations through our execution

· Front-Line First. Providing our front-line employees with tools and training that empower them to deliver excellence

at the point of service to thousands of consumers and clients every day

· Integrity and Respect Always. High ethical standards are the cornerstone of the ARAMARK brand and help us earn

the trust of our key constituents
We strive to accomplish this mission through a repeatable business model founded on five principles of excellence--selling,
service, execution, marketing and operations. Our commitment to these values has earned us numerous awards and recognitions;
we have been named one of the "World's Most Admired Companies" by Fortune Magazine in the category of Diversified
Outsourcing Services every year since 1999 and we are recognized as one of the "World's Most Ethical Companies" by the
Ethisphere Institute.

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We operate our business in three reportable segments that share many of the same operating characteristics: Food and
Support Services North America, or FSS North America, Food and Support Services International, or FSS International, and
Uniform and Career Apparel, or Uniform. The following chart provides a brief overview of our reportable segments (dollars in
millions):
(1) Fiscal 2013 operating income excludes $74.2 million of unallocated corporate expenses.
(2) Based on 2013 total sales.
(3) We have significant operations in the following countries: China, Chile, Germany, Ireland, Japan, Spain and the UK. We
believe we hold top 3 positions in all of these countries except Spain.
Within our reportable segments, our business is generally focused around key client types--Education, Healthcare, Business
& Industry, Sports & Leisure and Corrections.

(1) Based on 2013 total sales.
We believe that our broad range of services, diversified client base, global reach and repeatable business model position us
well for continued growth and margin expansion opportunities, although there can be no assurance that we will continue to grow.
In fiscal 2013, we generated $13.9 billion of sales, $70 million of net income and $1.2 billion of Adjusted EBITDA. As of
September 27, 2013, we had $5.8 billion of total debt, not giving effect to anticipated repayments of indebtedness from the
proceeds of our recently completed initial public offering. Please see "--Summary Consolidated Financial Data" for a
reconciliation of Adjusted EBITDA to net income.

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Our History and Recent Accomplishments
Since ARAMARK's founding in 1959, we have broadened our service offerings and expanded our client base through a
combination of organic growth and acquisitions, with the goal of further developing our food, facilities and uniform capabilities,
as well as growing our international presence.
On January 26, 2007, ARAMARK delisted from the NYSE in conjunction with a going-private transaction executed with
investment funds affiliated with GS Capital Partners, CCMP Capital Advisors, LLC and J.P. Morgan Partners, LLC, Thomas H.
Lee Partners, L.P. and Warburg Pincus LLC as well as approximately 250 senior management personnel.
In May 2012, Eric Foss became the new CEO and President of our company. Previously, Mr. Foss was the CEO of Pepsi
Beverages Company and was Chairman and CEO of the publicly-traded Pepsi Bottling Group. Under Mr. Foss' leadership at
ARAMARK, we have introduced a number of initiatives designed to accelerate revenue and profit growth and expand margins.
In 2013, we continued to grow our existing business and win new clients, including the Ohio and Michigan departments of
corrections, the Minnesota Vikings, the Chicago Bears, and the Tampa Bay Buccaneers, and additional services from existing
clients such as Airbus and American University. There is no assurance that we will continue to grow and gain new customers.
Recent Developments
In December 2013, ARAMARK Holdings Corporation completed its initial public offering of 36,250,000 shares of common
stock. The net proceeds we received from the sale of 28,000,000 shares of our common stock we offered in the initial public
offering, after deducting underwriters' discounts and commissions and estimated expenses payable by us, were approximately
$522.2 million. We intend to use the net proceeds to repay approximately $372.2 million of the outstanding term loans due July
26, 2016 under our senior secured credit facilities and approximately $150.0 million of outstanding borrowings under the
revolving credit facilities constituting part of our senior secured credit facilities.
Our Market Opportunity
ARAMARK operates in large and highly fragmented markets. We believe that the global food and support services market
and the North American uniform and career apparel market is approximately $900 billion. As only approximately 50% of this
opportunity is outsourced, we believe that there is a substantial potential for growth by winning business with educational and
healthcare institutions, businesses, sports and leisure facilities and correctional facilities that currently provide these services
in-house. We expect that demand for increased outsourced services will continue to be driven by shifting client imperatives,
including: the need to focus on core businesses, the desire to deliver a high level of consumer satisfaction, the pursuit of reduced
costs and the attractiveness of consolidating services with a single provider. We believe our provision of these services is
increasingly important to our clients' achievement of their own missions.
The food and support services market is highly fragmented, with the five largest competitors capturing only 9% of the global
market. We believe that larger service providers are better positioned to win a disproportionate amount of the business that is
converted from self-operated services as clients seek services from partners with the scale and sophistication necessary to drive
consumer satisfaction and increase operational efficiency. There can be no assurance that the number of outsourcing opportunities
will increase or that our sales will increase if they do.

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Our core geographic market is North America, which we believe will remain an attractive opportunity due to the favorable
underlying economic conditions, stability and opportunities for profitable growth, and growing trend towards outsourcing. We
continue to focus on the Education and Healthcare sectors, which are only approximately 30% outsourced, and have increased as
a percentage of GDP, representing significant growth opportunities. While cost reduction continues to be a key consideration, we
believe that clients' decisions are increasingly driven by other benefits associated with outsourcing as they recognize that
providing higher quality, more efficient food and facilities services is critical to driving satisfaction of their key constituents:
students and faculty, patients, employees and sports fans.
We also operate in select, high growth, emerging markets in Asia and South America. The GDP of the countries making up
these markets grew at approximately 8.6% in 2012, although GDP growth in Asia generally slowed from prior years. The
economic growth in these countries is driven by factors such as rising discretionary income and increased investment in growth
sectors such as mining, education and healthcare. Additionally, we estimate emerging markets are approximately 70%
self-operated, making them highly attractive opportunities for outsourcing expansion. In Europe, we hold top 3 positions in
Germany, the UK and Ireland. While we anticipate that economic conditions in Europe will continue to remain challenging, our
exposure to southern Europe is limited to Spain, which represented approximately 1% of our total sales in 2013.
Our Strengths
We believe the following competitive strengths are key to our continued success:
Leader in a Large, Fragmented and Growing Market
We are a global market leader in the large, fragmented and growing food, facilities and uniform services industries. We
believe that we have developed our leadership positions through using our experience and client and consumer knowledge to
provide service offerings to our clients that allow our clients to focus on their core business. These leadership positions provide
us with economies of scale, allow us to attract and retain industry talent and we believe position us to compete effectively for
new business opportunities. We believe that clients are increasingly interested in service providers with a broad geographic
reach and a breadth of service offerings.
Favorable Geographic, Sector and Service Mix
We have the global reach and capability to deliver our services in 22 countries around the world, which represent
approximately 65% of the world's GDP. We believe that our leading position in our core North American market will remain a
principal growth driver. Also, utilizing the skills and experience we have developed over decades of service in the North
American market, we have established positions in strategic emerging markets in Asia and South America. Our sales in emerging
markets have increased at an annual rate of approximately 14% over the last five years, and represent 8% of our total sales in
2013 versus 4% in 2007. We believe that our expanding presence in these geographies will become increasingly important for
our overall growth. In Europe, we have a selective position concentrated in Germany, the UK and Ireland with limited exposure
to southern Europe.
We serve a large and diversified client base across a wide range of sectors and businesses, including Education, Healthcare,
Business & Industry and Sports, Leisure and Corrections, with no single client accounting for more than 2% of 2013 sales (other
than collectively a number of U.S. government entities). The Education and Healthcare sectors, which together contributed 43%
of our 2013 sales globally, represent attractive growth opportunities for ARAMARK due to their size and low penetration.
We believe that the breadth of our service capabilities and ability to innovate position ARAMARK well to meet evolving
consumer needs and address our clients' increasing desire to conduct business with an experienced single provider of multiple
services. Clients rely on ARAMARK to provide a variety of services, from offering safe living and working environments for
miners to patient transportation services for healthcare clients to convenience stores on college campuses.

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Longstanding Client Relationships
ARAMARK's leading positions, scale and breadth of product offering enable us to continue to grow our business through
higher penetration into existing clients and cross-selling of additional services. We have long-lasting relationships with our
clients as evidenced by our approximately 94% annual retention rate and an average client relationship of approximately 10
years. We believe we are able to maintain these strong relationships year after year by providing services that help our clients
focus on their own mission and also improve satisfaction of their key constituencies: employees, students and faculty, patients and
sports fans. We believe that this is increasingly important for our clients as, for example, businesses compete for employees,
colleges compete for students and hospitals compete for patients. Given that only 11% of our current clients utilize both food and
facilities services, we believe substantial opportunities remain for us to provide additional services to our existing client base.
Further, we aim to increase the per capita spending of our target consumers and expand the participation rates of these
populations in our existing service offering, through innovative marketing and merchandising programs. We continuously innovate
our existing services to better meet our clients' evolving needs. We use ARAMARK's consumer insights and other research to
increase our awareness of market trends, client needs and consumer preferences.
Improving Profitability with Significant Cash Flow Generation
We have and continue to implement a number of programs and tools designed to increase our profitability, including
enhanced management of our key costs--food, labor and overhead--through SKU rationalization (a consolidation of product
categories for our purchases), standardization of portion sizes, waste control, enhanced labor scheduling, turn-over reduction and
SG&A discipline, among others. Because of the leverage inherent in our business model, we believe the implementation of these
measures will increase our profitability. Since instituting these new productivity initiatives in 2012, we have seen positive
momentum in our performance. During fiscal 2013, we achieved year-over-year growth in our Adjusted Operating Income of 7%
and sales growth of 3%. Please see "--Summary Consolidated Financial Data" for a reconciliation of Adjusted Operating
Income to net income.
We believe our business mix allows us to deliver consistent profitability in most macroeconomic environments and our high
mix of variable costs allows us to react quickly to changing conditions in our day to day operations. We have historically
generated significant cash flow as a result of our consistent profitability and limited working capital and capital expenditure
requirements. Our capital expenditures in the last 5 years have averaged only 2.5% of sales. In the economic downturn in 2009
for example, our cash flow actually increased as lower capital expenditures and a reduction in working capital more than offset
an earnings decline. We believe that the low capital investment requirements of our business position us to continue to generate
significant cash flow, which should give us the flexibility to reduce debt, pursue strategic acquisitions and return capital to our
stockholders.
Experienced Management Team
Our management team consists of long-tenured ARAMARK leaders with significant industry experience along with outside
leaders with significant Fortune 500 management, consumer/retail and food industry experience. Our CEO and President, Eric
Foss, is an experienced Fortune 500 public company CEO. Since joining ARAMARK in 2012, he has introduced an integrated
strategy focusing on growth, productivity, people and delivering on financial commitments. The average tenure of our principal
operating leaders is 20 years, with individual tenure ranging from 33 years to less than one year. Our remaining senior
management team and business unit presidents' tenure averages 12 years. ARAMARK has a long history of broad management
ownership dating back to the 1980s, and our management team collectively has a significant equity position in ARAMARK.

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