Obbligazione Aramarc 5.125% ( US038522AK47 ) in USD

Emittente Aramarc
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US038522AK47 ( in USD )
Tasso d'interesse 5.125% per anno ( pagato 2 volte l'anno)
Scadenza 14/01/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Aramark US038522AK47 in USD 5.125%, scaduta


Importo minimo 2 000 USD
Importo totale 899 999 000 USD
Cusip 038522AK4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Aramark è un'azienda statunitense che offre servizi di ristorazione, gestione delle strutture e fornitura di uniformi a livello globale.

The Obbligazione issued by Aramarc ( United States ) , in USD, with the ISIN code US038522AK47, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/01/2024







424B3
424B3 1 d309366d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214954
PROSPECTUS
Aramark Services, Inc.
Offers to Exchange
All Outstanding
5.125% Senior Notes due 2024 ($500,000,000 principal amount outstanding) (the "unregistered 2024 outstanding notes")
for 5.125% Senior Notes due 2024 (the "new 2024 exchange notes")
which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "2024 notes exchange offer")
and
All Outstanding
4.750% Senior Notes due 2026 ($500,000,000 principal amount outstanding) (the "2026 outstanding notes" and, together with the unregistered 2024 outstanding
notes, the "outstanding notes")
for 4.750% Senior Notes due 2026 (the "2026 exchange notes" and, together with the new 2024 exchange notes, the "exchange notes")
which have been registered under the Securities Act (the "2026 notes exchange offer" and, together with the 2024 notes exchange offer, the "exchange offers"
and each an "exchange offer")


We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been
registered under the Securities Act.



The Exchange Offers:
The Exchange Notes:


· We will exchange all outstanding notes that are validly tendered and not validly
· The exchange notes are being offered in order to satisfy certain of our
withdrawn for an equal principal amount of exchange notes of the corresponding
obligations under the registration rights agreements entered into in
series that are freely tradable.
connection with the private offerings of the outstanding notes.


· You may withdraw tenders of outstanding notes at any time prior to the expiration
· The terms of the exchange notes to be issued in the exchange offers are
date of the applicable exchange offer.
substantially identical to the outstanding notes of the corresponding series,

· The exchange offers expire at 5:00 p.m., New York City time, on February 10,
except that the exchange notes will be freely tradable.

2017, unless extended. We do not currently intend to extend the expiration date of
· The unregistered 2024 outstanding notes were issued as additional notes
the exchange offers.
under the indenture pursuant to which we issued $400,000,000 aggregate

· The exchange of outstanding notes for exchange notes of the corresponding series
principal amount of 5.125% Senior Notes due 2024 on December 17, 2015
in the applicable exchange offer will not be a taxable event for U.S. federal
that were subsequently exchanged for substantially identical notes in the
income tax purposes.
same amount in an offering registered under the Securities Act on April 6,

2016 (the "existing 2024 exchange notes"). The new 2024 exchange notes
· We will not receive any proceeds from the exchange offers.
are expected to have the same CUSIP and ISIN numbers as, and are
expected to be fungible with, the existing 2024 exchange notes.

· Each domestic subsidiary of Aramark Services, Inc. that guarantees the
senior secured credit facilities of Aramark Services, Inc., the 2020 notes (as
defined herein) and the existing 2024 exchange notes will unconditionally
guarantee the exchange notes with guarantees that will rank equal in right
of payment to all of the senior obligations of such guarantor.

Resales of the Exchange Notes:

· The exchange notes may be sold in the over-the-counter-market, in
negotiated transactions or through a combination of such methods. We do

not plan to list the exchange notes on a national market.
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes of the corresponding series and in the
applicable indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in
a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that
we will register resales of the outstanding notes under the Securities Act.


See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider before participating in the applicable
exchange offer.
Each broker-dealer that receives exchange notes for its own account in the exchange offers 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.
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
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 90 days after the consummation of the exchange offers, 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 (the "SEC") nor any state securities commission has approved or disapproved of the exchange notes to be
distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 12, 2017.
Table of Contents
You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not authorized
anyone to provide you with different information from that contained in, or incorporated by reference into, 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. The prospectus
may be used only for the purposes for which it has been published, and no person has been authorized to give any information not
contained or incorporated by reference herein. If you receive any other information, you should not rely on it.
This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC
that have not been included herein or delivered herewith. Information incorporated by reference is available without charge at the website
that the SEC maintains at http://www.sec.gov, as well as from other sources. See "Available Information and Incorporation by Reference."
In addition, you may request a copy of such documents, at no cost, by writing or calling us at the following address or telephone number:
Aramark, 1101 Market Street, Philadelphia, Pennsylvania 19107, Attn: Investor Relations, Tel: (215) 409-7287. In order to receive timely
delivery of those materials, you must make your requests no later than five business days before expiration of the applicable exchange
offer, or February 10, 2017, the present expiration date of the exchange offers.
TABLE OF CONTENTS


Page
Summary

1
Risk Factors
22
Use of Proceeds
28
Capitalization
29
Description of Other Indebtedness
30
The Exchange Offers
35
Description of the 2024 Notes
46
Description of the 2026 Notes
106
Registration Rights
166
Book-Entry; Delivery and Form
168
United States Federal Income Tax Consequences of the Exchange Offers
172
Certain ERISA Considerations
173
Plan of Distribution
175
Legal Matters
176
Experts
177
Available Information and Incorporation by Reference
178


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. 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 jurisdiction where it is unlawful, 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.

i
Table of Contents
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this prospectus, we use certain measures that we refer to as "Covenant EBITDA" and "Covenant Adjusted EBITDA." Covenant EBITDA
and Covenant Adjusted EBITDA are measures of Aramark Services, Inc. and its restricted subsidiaries only and do not include the results of
Aramark. "Covenant EBITDA" is defined as net income (loss) of Aramark Services, Inc. and its restricted subsidiaries plus interest and other
financing costs, net, provision (benefit) for income taxes, and depreciation and amortization. "Covenant Adjusted EBITDA" is defined as Covenant
EBITDA, further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under the senior secured credit
agreement (as defined herein), the indenture governing the 2020 notes, the indenture governing the existing 2024 exchange notes, the unregistered
2024 outstanding notes and the 2024 exchange notes (collectively, the "2024 notes") and the indenture governing the 2026 outstanding notes and
the 2026 exchange notes (together, the "2026 notes" and, collectively with the 2024 notes, the "notes"). See "Description of Other Indebtedness,"
"Description of the 2024 Notes" and "Description of the 2026 Notes." These measures are derived on the basis of methodologies other than in
accordance with U.S. generally accepted accounting principles ("GAAP").
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 GAAP. You should not consider these measures as alternatives to net income
or operating income determined in accordance with GAAP. Covenant EBITDA and Covenant Adjusted EBITDA, as presented by us, may not be
comparable to other similarly titled measures of other companies because not all companies use identical calculations.
For a reconciliation of net income attributable to Aramark Services, Inc. stockholder, which is a GAAP measure of Aramark Services, Inc.'s
operating results, to Covenant EBITDA and Covenant Adjusted EBITDA, see "Summary--Summary Consolidated Financial Data" in this
prospectus.
MARKET AND INDUSTRY DATA
The data included or incorporated by reference in this prospectus regarding sectors, geographies and ranking, including the size of certain
sectors and geographies and our position and the position of our competitors within these sectors and geographies, are based on our management's
knowledge and experience in the sectors and geographies in which we operate. We believe these estimates to be accurate as of the date of this
prospectus. However, this information 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. As a result, you should be aware that market, ranking and
other similar industry data included or incorporated by reference in this prospectus, and estimates and beliefs based on that data, may not be
reliable. While we believe internal company research is reliable, such research has not been verified by any independent source.

ii
Table of Contents
STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This prospectus contains and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws that
involve risks and uncertainties, including statements found in "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated by reference in this prospectus from Aramark's Annual Report on Form 10-K for the fiscal year
ended September 30, 2016 ("Aramark's Fiscal 2016 10-K"). These statements can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as "outlook," "aim," "anticipate," "are confident," "estimate," "expect," "will be," "will continue,"
"will likely result," "project," "intend," "plan," "believe," "see," "look to" and other words and terms of similar meaning or the negative versions of
such words.
Forward-looking statements speak only as of the date made. All statements we make relating to our estimated and projected earnings, costs,
expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from
time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These
forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ
materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are
based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the
impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that
could cause actual results to differ materially from our expectations ("cautionary statements") are disclosed under "Risk Factors" and elsewhere in
or incorporated by reference in this prospectus, including, without limitation, in conjunction with the forward-looking statements included or
incorporated by reference in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our
behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
without limitation:


·
unfavorable economic conditions;


·
natural disasters, global calamities, sports strikes and other adverse incidents;


·
the failure to retain current clients, renew existing client contracts and obtain new client contracts;


·
a determination by clients to reduce their outsourcing or use of preferred vendors;


·
competition in our industries;

·
increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services

contracts;


·
the inability to achieve cost savings through our cost reduction efforts;


·
our expansion strategy;


·
the failure to maintain food safety throughout our supply chain, food-borne illness concerns and claims of illness or injury;


·
governmental regulations including those relating to food and beverages, the environment, wage and hour and government contracting;


·
liability associated with noncompliance with applicable law or other governmental regulations;


·
new interpretations of or changes in the enforcement of the government regulatory framework;

·
currency risks and other risks associated with international operations, including Foreign Corrupt Practices Act, U.K. Bribery Act and

other anti-corruption law compliance;


·
continued or further unionization of our workforce;


·
liability resulting from our participation in multiemployer defined benefit pension plans;

iii
Table of Contents

·
risks associated with suppliers from whom our products are sourced;


·
disruptions to our relationship with, or to the business of, our primary distributor;


·
the inability to hire and retain sufficient qualified personnel or increases in labor costs;


·
healthcare reform legislation;


·
the contract intensive nature of our business, which may lead to client disputes;


·
seasonality;


·
disruptions in the availability of our computer systems or privacy breaches;


·
failure to maintain effective internal controls;


·
our leverage;


·
the inability to generate sufficient cash to service all of our indebtedness;


·
debt agreements that limit our flexibility in operating our business; and


·
other factors set forth under "Risk Factors" or incorporated by reference in this prospectus.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in
light of these risks and uncertainties, the matters referred to in the forward-looking statements contained or incorporated by reference in this
prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of
new information, future developments, changes in our expectations, or otherwise, except as required by law.

iv
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
Table of Contents
SUMMARY
This summary highlights information appearing elsewhere in and incorporated by reference in this prospectus. This summary is not
complete and does not contain all of the information that you should consider before participating in the applicable exchange offer. You
should carefully read the entire prospectus, and the information incorporated herein by reference, including the consolidated financial
statements and related notes and the section entitled "Risk Factors."
Unless otherwise indicated or the context otherwise requires, references in this prospectus to "we," "our" and "us" and similar terms
refer to Aramark and its subsidiaries on a consolidated basis, references to "the issuer" refer to Aramark Services, Inc. and not any of its
subsidiaries and references to "Aramark" refer to Aramark 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 2016,"
which refers to our fiscal year ended September 30, 2016. In addition, "client" refers to those businesses and other organizations that engage
us to provide services.
Our Company
We are a leading global provider of food, facilities and uniform services to education, healthcare, business & industry, and sports, leisure
& corrections clients. Our core market is North America (composed of the United States and Canada), which is supplemented by an additional
17-country footprint. We hold the #2 position in North America in food and facilities services as well as uniform services based on total sales
in fiscal 2016. Internationally, we hold a top 3 position in food and facilities services based on total sales in fiscal 2016 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 266,500 employees, we anchor our business in our
partnerships with thousands of education, healthcare, business and sports, leisure & corrections clients. Through these partnerships we serve
millions of consumers including students, patients, employees, sports fans and guests worldwide. In fiscal 2016, we generated sales of
$14,415.8 million, operating income of $746.3 million and net income of $288.2 million.
We operate our business in three reportable segments that share many of the same operating characteristics: Food and Support Services
North America ("FSS North America"), Food and Support Services International ("FSS International") and Uniform and Career Apparel
("Uniform"). Both FSS North America and Uniform have significant scale. The following chart shows a breakdown of our sales and operating
income by our reportable segments:



(a)
Dollars in millions. Operating income excludes $124.5 million related to corporate expenses.


1
Table of Contents
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
Food and Support Services
Our Food and Support Services segments manage a number of interrelated services-including food, hospitality and facility services-for
school districts, colleges & universities, healthcare facilities, businesses, sports, entertainment & recreational venues, conference &
convention centers, national & state parks and correctional institutions.
We are the exclusive provider of food and beverage services at most of the locations we serve and are responsible for hiring, training and
supervising the majority of the food service personnel in addition to ordering, receiving, preparing and serving food and beverage items sold at
those facilities. Our facilities services capabilities are broad, and include plant operations and maintenance, custodial/housekeeping, energy
management, clinical equipment maintenance, grounds keeping, and capital project management. In governmental, business, educational and
healthcare facilities (for example, offices and industrial plants, schools and universities and hospitals), our clients provide us with a captive
client base through their on-site employees, students and patients. At sports, entertainment and recreational facilities, our clients attract patrons
to their site, usually for specific events such as sporting events and conventions.
We manage our Food and Support Services business in two geographic reportable segments split between our North America and
International operations. In fiscal 2016, our FSS North America segment generated $10,122.3 million in sales, or 70% of our total sales, and
our FSS International segment generated $2,729.8 million in sales, or 19% of our total sales. No individual client represents more than 1% of
our total sales, other than, collectively, a number of U.S. government agencies.
Our Food and Support Services segments serve a number of client sectors across 19 countries around the world. Our Food and Support
Services operations focus on serving clients in four principal sectors:
Education. Within the Education sector we serve Higher Education and K-12 clients. We deliver a wide range of food and facility
services at more than 1,500 colleges, universities, school systems & districts and private schools. We offer our education clients a single
source provider for managed service solutions, including dining, catering, food service management, convenience-oriented retail operations,
grounds & facilities maintenance, custodial, energy management, construction management, and capital project management.
Healthcare. We provide a wide range of non-clinical support services to approximately 1,200 healthcare clients and more than 2,000
facilities across our global footprint. We offer healthcare organizations a single source provider for managed service solutions, which include
food services such as patient food and nutrition services and retail food services, and facilities services such as clinical equipment maintenance,
environmental services, laundry & linen distribution, plant operations, energy management, strategic/technical services, supply chain
management, purchasing and central transportation.
Business & Industry. We provide a comprehensive range of business dining services, including on-site restaurants, catering, convenience
stores and executive dining. We also provide beverage and vending services to business & industry clients at thousands of locations. Our
service and product offerings include a full range of coffee offerings, "grab and go" food operations, convenience stores, micromarkets and a
proprietary drinking water filtration system. We also offer a variety of facility management services to business & industry clients. These
services include the management of housekeeping, plant operations and maintenance, energy management, laundry and linen, groundskeeping,
landscaping, transportation, capital program management and commissioning services and other facility consulting services relating to
building operations. We also offer remote services which include facility and business support services primarily for mining and oil
operations.
Sports, Leisure & Corrections. We administer concessions, banquet and catering services, retail services and merchandise sales,
recreational and lodging services and facility management services at sports,


2
Table of Contents
entertainment and recreational facilities. We serve 146 professional (including minor league affiliates) and college sports teams, including 39
teams in Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League. We also
serve 22 convention and civic centers, 19 national and state parks and other resort operations, plus other popular tourist attractions in the
United States and Canada. Additionally, we provide correctional food services, operate commissaries, laundry facilities and property rooms
and provide food and facilities management services for parks.
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
Our FSS International segment provides a similar range of services as those provided to our FSS North America segment clients and
operates in all of our sectors. We have operations in 17 countries outside the United States and Canada. Our largest international operations
are in Chile, China, Germany, Ireland and the United Kingdom, and in each of these countries we are one of the leading food and/or facilities
service providers. We also have a strong presence in Japan through our 50% ownership of AIM Services Co., Ltd., which is a leader in
providing outsourced food services in Japan. In addition to the core Business & Industry sector, our FSS International segment serves many
soccer stadiums across Europe, and numerous educational institutions, correctional institutions and convention centers globally. There are
particular risks attendant with our international operations. Please see "Item 1A. Risk Factors" in Aramark's Fiscal 2016 10-K incorporated by
reference in this prospectus.
Uniform
Our Uniform segment provides uniforms and other garments and work clothes and ancillary items such as mats and shop towels in the
United States, Puerto Rico, Canada and through a joint venture in Japan. We operate over 2,600 routes, giving us a broad reach to service our
clients' needs.
Clients use our uniforms to meet a variety of needs, including:


·
establishing corporate identity and brand awareness;


·
projecting a professional image;

·
protecting workers--work clothes can help protect workers from difficult environments such as heavy soils, heat, flame or

chemicals; and

·
protecting products--uniforms can help protect products against contamination in the food, pharmaceutical, electronics, health care

and automotive industries.
We provide a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance.
We rent uniforms, work clothing, outerwear, particulate-free garments and non-garment items and related services, including industrial
towels, floor mats, mops, linen products, and paper products to businesses in a wide range of industries, including manufacturing, food
services, automotive, healthcare, construction, utilities, repair and maintenance services, restaurant and hospitality. In fiscal 2016, our Uniform
segment generated $1,563.7 million in sales, or 11% of our total sales.
We serve businesses of all sizes in many different industries. We have a diverse client base from over 200 service location and
distribution centers across the United States and a service center in Ontario, Canada. None of our clients individually represents a material
portion of our sales. We typically visit our clients' sites weekly, delivering clean, finished uniforms and, at the same time, removing the soiled
uniforms or other items for cleaning, repair or replacement. We also offer products for direct sale.
Our cleanroom service offers advanced static dissipative garments, barrier apparel, sterile garments and cleanroom application
accessories for clients with contamination-free operations in the technology, healthcare and pharmaceutical industries.


3
Table of Contents
We conduct our direct marketing business through three primary brands--WearGuard, Crest and Aramark. We design, source or
manufacture and distribute distinctive image apparel to workers in a wide variety of industries through the internet at www.shoparamark.com,
dedicated sales representatives and telemarketing sales channels. We customize and embroider personalized uniforms and logos for clients
through an extensive computer assisted design center and distribute work clothing, outerwear, business casual apparel and footwear
throughout the United States, Puerto Rico and Canada.
Ownership structure
The following diagram sets forth our ownership structure and information relating to our indebtedness as of September 30, 2016. As set
forth in the diagram below, all of the issuer's issued and outstanding capital stock is held by Aramark Intermediate HoldCo Corporation, a
direct wholly owned subsidiary of Aramark.
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3



(1)
Aramark guarantees the outstanding notes and the existing 2024 exchange notes and will guarantee the exchange notes for purposes of
financial reporting only.
(2)
Aramark Intermediate HoldCo Corporation guarantees our senior secured credit facilities, but does not guarantee the outstanding notes or
the existing 2024 exchange notes and will not guarantee the exchange notes.
(3)
As of September 30, 2016, consists of (i) $846.9 million principal amount of term loans with a maturity date of September 7, 2019
(recorded at $840.3 million to reflect original issue discount and debt issuance costs); (ii) $2,469.0 million principal amount of term
loans with a maturity date of February 24, 2021 (recorded at $2,450.7 million to reflect original issue discount and debt issuance costs);
and (iii) a $730.0 million revolving credit facility with a final maturity date of February 24, 2019. As of September 30, 2016, we had
$3,315.8 million aggregate principal amount of outstanding term loans (recorded at $3,291.1 million to reflect original issue discount and
debt issuance costs) and no outstanding revolving loans. Our senior secured credit facilities are guaranteed by Aramark Intermediate
HoldCo Corporation and, subject to certain exceptions, substantially all of our existing and future domestic subsidiaries. See
"Description of Other Indebtedness."


4
Table of Contents
(4)
The 5.75% Senior Notes due 2020 (the "2020 notes"), the 2024 notes and the 2026 notes are guaranteed by, subject to certain exceptions,
substantially all of the issuer's existing and future domestic subsidiaries that guarantee our senior secured credit facilities.
(5)
Our receivables facility provides for up to $350.0 million of funding, based, in part, on the amount of eligible receivables, and includes a
seasonal tranche which increases the capacity of the receivables facility and increases the maximum amount available by $50.0 million
for the period from September to March and May to June. As of September 30, 2016, $268.0 million was outstanding under our
receivables facility. See "Description of Other Indebtedness."
Company Information
Each of Aramark and Aramark Services, Inc. is organized under the laws of the State of Delaware. Our business traces its history back to
the 1930s.
Our executive offices are located at Aramark Tower, 1101 Market Street, Philadelphia, PA 19107. Our telephone number is (215) 238-
3000. Our website is www.aramark.com. This internet address is provided for informational purposes only and is not intended to be a
hyperlink. Accordingly, no information in this internet address is included or incorporated by reference into this prospectus and no such
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
information should be relied upon in connection with evaluating whether to participate in the exchange offers.


5
Table of Contents
Summary of the Terms of the Exchange Offers
On May 31, 2016, Aramark Services, Inc. completed the private offerings of the outstanding notes. In this prospectus, the term (i)
"unregistered 2024 outstanding notes" refers to the 5.125% Senior Notes due 2024 issued in the private offering on May 31, 2016 as
additional notes under the indenture pursuant to which the 5.125% Senior Notes due 2024 were issued on December 17, 2015 that were
subsequently exchanged for substantially identical notes in the same amount in an offering registered under the Securities Act on April 6, 2016
(the "existing 2024 exchange notes"), (ii) "2026 outstanding notes" refers to the 4.750% Senior Notes due 2026 issued in the private offering
on May 31, 2016, (iii) "outstanding notes" refers to the unregistered 2024 outstanding notes and the 2026 outstanding notes, (iv) "new 2024
exchange notes" refers to the 5.125% Senior Notes due 2024, as registered under the Securities Act, to be issued in exchange for the
unregistered 2024 outstanding notes, (v)"2024 exchange notes" refers to the existing 2024 exchange notes and the new 2024 exchange notes,
(vi) "2026 exchange notes" refers to the 4.750% Senior Notes due 2026, as registered under the Securities Act, (vii) "exchange notes" refers
to the new 2024 exchange notes and the 2026 exchange notes, (viii)"2024 notes" refers to the unregistered 2024 outstanding notes and the
2024 exchange notes, (ix) "2026 notes" refers to the 2026 outstanding notes and the 2026 exchange notes and (x) "notes" refers to the 2024
notes and the 2026 notes, unless the context otherwise requires.
The following summary is not intended to be a complete description of the terms of the notes. For a more detailed description of the
notes, see "Description of the 2024 Notes" and "Description of the 2026 Notes".

General
In connection with the private offerings of the outstanding notes, we entered into
registration rights agreements with Wells Fargo Securities, LLC, as representative of the
initial purchasers of each series of outstanding notes, in which we and the guarantors
agreed, among other things, to use our commercially reasonable best efforts to complete
the applicable exchange offer for the outstanding notes within 270 days after the date of
issuance of the applicable outstanding notes.

You are entitled to exchange in the applicable exchange offer your outstanding notes for

exchange notes of the corresponding series, which are identical in all material respects to
such outstanding notes except:


· the exchange notes have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights which are applicable to

the outstanding notes under the registration rights agreement; and


· certain additional interest rate provisions are no longer applicable.

The exchange offers
We are offering to exchange:

· up to $500,000,000 in principal amount of 5.125% Senior Notes due 2024, which

have been registered under the Securities Act, for any and all unregistered 2024
outstanding notes; and

· up to $500,000,000 in principal amount of 4.750% Senior Notes due 2026, which

have been registered under the Securities Act, for any and all 2026 outstanding notes.


6
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


424B3
Table of Contents
You may only exchange outstanding notes in denominations of $2,000 and integral

multiples of $1,000 in excess of $2,000.

Subject to the satisfaction or waiver of specified conditions, we will exchange the
exchange notes for all outstanding notes of the corresponding series that are validly

tendered and not validly withdrawn prior to the expiration of the applicable exchange
offer. We will cause the exchange to be effected promptly after the expiration of the
applicable exchange offer.


Upon completion of the exchange offers, there may be no market for the outstanding
notes and you may have difficulty selling them.

Resale
Based on interpretations by the staff of the SEC set forth in no-action letters issued to
third parties referred to below, we believe that you may resell or otherwise transfer
exchange notes issued in the exchange offers without complying with the registration
and prospectus delivery requirements of the Securities Act, if:


1.
you are acquiring the exchange notes in the ordinary course of your business;

2.
you do not have an arrangement or understanding with any person to participate in

a distribution of the exchange notes;

3.
you are not an "affiliate" of the issuer within the meaning of Rule 405 under the

Securities Act; and

4.
you are not engaged in, and do not intend to engage in, a distribution of the

exchange notes.

If you are not acquiring the exchange notes in the ordinary course of your business, or if
you are engaging in, intend to engage in, or have any arrangement or understanding with

any person to participate in, a distribution of the exchange notes, or if you are an affiliate
of Aramark, then:

1.
you cannot rely on the position of the staff of the SEC enunciated in Morgan
Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation

(available May 13, 1988), as interpreted in the SEC's letter to Shearman &
Sterling, dated July 2, 1993, or similar no-action letters; and

2.
in the absence of an exception from the position of the SEC stated in (1) above,
you must comply with the registration and prospectus delivery requirements of the

Securities Act in connection with any resale or other transfer of the exchange
notes.


If you are a broker-dealer and receive exchange notes for your own account in exchange
for outstanding notes that you acquired as a result of market-making or other trading
activities, you must


7
Table of Contents
acknowledge that you will deliver a prospectus, as required by law, in connection with

any resale or other transfer of the exchange notes that you receive in the exchange
https://www.sec.gov/Archives/edgar/data/7032/000119312517009869/d309366d424b3.htm[1/13/2017 4:33:12 PM]


Document Outline