Obligation AraMark 6.375% ( US038522AR99 ) en USD

AraMark

101.56 % ⇌

Etas-Unis

US038522AR99 ( en USD )

6.375% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation Aramark US038522AR99 en USD 6.375%, échue

2 000 USD

1 500 000 000 USD

038522AR9

Aramark est une société de services alimentaires, de services aux entreprises et de services de blanchisserie et de location de textiles, opérant dans le monde entier.

L'obligation Aramark (US038522AR99, CUSIP 038522AR9), émise aux États-Unis pour un montant total de 1 500 000 000 USD, avec un taux d'intérêt de 6,375%, échéant le 30/04/2025 et payant des coupons deux fois par an, se négocie actuellement à 101,56% de sa valeur nominale, avec un montant minimal d'achat de 2 000 USD.

EX-4.1
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EX-4.1 2 d917057dex41.htm EX-4.1
Exhibit 4.1
INDENTURE
Dated as of April 27, 2020
Among
ARAMARK SERVICES, INC.,
as Issuer,
ARAMARK,
as Parent Guarantor,
THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
6.375% SENIOR NOTES DUE 2025
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EX-4.1
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01
Definitions
1
Section 1.02
Other Definitions
31
Section 1.03
Incorporation by Reference of Trust Indenture Act
32
Section 1.04
Rules of Construction
32
Section 1.05
Acts of Holders
33
ARTICLE 2
THE NOTES
Section 2.01
Form and Dating; Terms
34
Section 2.02
Execution and Authentication
35
Section 2.03
Registrar and Paying Agent
36
Section 2.04
Paying Agent to Hold Money in Trust
36
Section 2.05
Holder Lists
36
Section 2.06
Transfer and Exchange
37
Section 2.07
Replacement Notes
47
Section 2.08
Outstanding Notes
47
Section 2.09
Treasury Notes
47
Section 2.10
Temporary Notes
48
Section 2.11
Cancellation
48
Section 2.12
Defaulted Interest
48
Section 2.13
CUSIP Numbers
49
ARTICLE 3
REDEMPTION
Section 3.01
Notices to Trustee
49
Section 3.02
Selection of Notes to Be Redeemed or Purchased
49
Section 3.03
Notice of Redemption
49
Section 3.04
Effect of Notice of Redemption
50
Section 3.05
Deposit of Redemption or Purchase Price
51
Section 3.06
Notes Redeemed or Purchased in Part
51
Section 3.07
Optional Redemption
51
Section 3.08
[Reserved]
52
Section 3.09
Offers to Repurchase by Application of Excess Proceeds
52
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Page
ARTICLE 4
COVENANTS
Section 4.01
Payment of Notes
54
Section 4.02
Maintenance of Office or Agency
54
Section 4.03
Reports and Other Information
55
Section 4.04
Compliance Certificate
56
Section 4.05
Taxes
56
Section 4.06
Stay, Extension and Usury Laws
56
Section 4.07
Limitation on Restricted Payments
57
Section 4.08
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
63
Section 4.09
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
65
Section 4.10
Asset Sales
72
Section 4.11
Transactions with Affiliates
74
Section 4.12
Liens
76
Section 4.13
Corporate Existence
76
Section 4.14
Offer to Repurchase Upon Change of Control
77
Section 4.15
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
79
Section 4.16
Limitation on Sale and Lease-Back Transactions
79
Section 4.17
Suspension of Covenants
80
ARTICLE 5
SUCCESSORS
Section 5.01
Merger, Consolidation or Sale of All or Substantially All Assets
81
Section 5.02
Successor Corporation Substituted
83
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01
Events of Default
83
Section 6.02
Acceleration
85
Section 6.03
Other Remedies
86
Section 6.04
Waiver of Past Defaults
86
Section 6.05
Control by Majority
86
Section 6.06
Limitation on Suits
86
Section 6.07
Rights of Holders of Notes to Receive Payment
87
Section 6.08
Collection Suit by Trustee
87
Section 6.09
Restoration of Rights and Remedies
87
Section 6.10
Rights and Remedies Cumulative
87
Section 6.11
Delay or Omission Not Waiver
87
Section 6.12
Trustee May File Proofs of Claim
88
Section 6.13
Priorities
88
Section 6.14
Undertaking for Costs
88
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Page
ARTICLE 7
TRUSTEE
Section 7.01
Duties of Trustee
89
Section 7.02
Rights of Trustee
90
Section 7.03
Individual Rights of Trustee
91
Section 7.04
Trustee's Disclaimer
91
Section 7.05
Notice of Defaults
91
Section 7.06
Reports by Trustee to Holders of the Notes
91
Section 7.07
Compensation and Indemnity
92
Section 7.08
Replacement of Trustee
93
Section 7.09
Successor Trustee by Merger, etc.
93
Section 7.10
Eligibility; Disqualification
93
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01
Option to Effect Legal Defeasance or Covenant Defeasance
94
Section 8.02
Legal Defeasance and Discharge
94
Section 8.03
Covenant Defeasance
95
Section 8.04
Conditions to Legal or Covenant Defeasance
95
Section 8.05
Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
96
Section 8.06
Repayment to Issuer
97
Section 8.07
Reinstatement
97
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01
Without Consent of Holders of Notes
97
Section 9.02
With Consent of Holders of Notes
98
Section 9.03
[Reserved]
100
Section 9.04
Revocation and Effect of Consents
100
Section 9.05
Notation on or Exchange of Notes
100
Section 9.06
Trustee to Sign Amendments, etc.
100
Section 9.07
Payment for Consent
101
ARTICLE 10
GUARANTEES
Section 10.01
Guarantee
101
Section 10.02
Limitation on Guarantor Liability
103
Section 10.03
Execution and Delivery
103
Section 10.04
Subrogation
104
Section 10.05
Benefits Acknowledged
104
Section 10.06
Release of Guarantees
104
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Page
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01
Satisfaction and Discharge
105
Section 11.02
Application of Trust Money
106
ARTICLE 12
MISCELLANEOUS
Section 12.01
[Reserved]
106
Section 12.02
Notices
106
Section 12.03
Communication by Holders of Notes with Other Holders of Notes
108
Section 12.04
Certificate and Opinion as to Conditions Precedent
108
Section 12.05
Statements Required in Certificate or Opinion
108
Section 12.06
Rules by Trustee and Agents
109
Section 12.07
No Personal Liability of Directors, Officers, Employees and Stockholders
109
Section 12.08
Governing Law
109
Section 12.09
Waiver of Jury Trial
109
Section 12.10
Force Majeure
109
Section 12.11
No Adverse Interpretation of Other Agreements
109
Section 12.12
Successors
110
Section 12.13
Severability
110
Section 12.14
Counterpart Originals
110
Section 12.15
Table of Contents, Headings, etc.
110
EXHIBITS
Exhibit A
Form of Note
Exhibit B
Form of Certificate of Transfer
Exhibit C
Form of Certificate of Exchange
Exhibit D
Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
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EX-4.1
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INDENTURE, dated as of April 27, 2020, among Aramark Services, Inc., a Delaware corporation (the "Issuer"), the Parent Guarantor (as
defined herein), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking
association, as Trustee.
W I T N E S S E T H
The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuer's
(i) $1,500,000,000 aggregate principal amount of 6.375% Senior Notes due 2025 (the "Initial Notes") and (ii) Additional Notes (as defined herein and,
together with the Initial Notes, the "Notes"):
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
"144A Global Note" means a Global Note substantially in the form of Exhibit A hereto, as the case may be, bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be
issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.
"2017 Credit Facility" means the credit facilities provided under the credit agreement, dated as of March 28, 2017, as amended on
September 20, 2017, December 11, 2017, February 28, 2018, May 11, 2018, May 24, 2018, June 12, 2018, October 1, 2018 and January 15, 2020 and as
may be further amended, among the Issuer, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto in their capacity as
lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
"2025 Dollar Notes" means the $600,000,000 aggregate principal amount 5.000% Senior Notes due 2025 originally issued on March 22,
2017 by the Issuer pursuant to the indenture, dated as of March 22, 2017, among the Issuer, the guarantors named therein and The Bank of New York
Mellon, as trustee.
"2025 Euro Notes" means the 325,000,000 aggregate principal amount 3.125% Senior Notes due 2026 originally issued on March 27,
2017 by Aramark International Finance pursuant to the indenture, dated as of March 27, 2017, among Aramark International Finance, the guarantors
named therein and The Bank of New York Mellon, as trustee.
"2026 Notes" means the $500,000,000 aggregate principal amount 4.75% Senior Notes due 2026 originally issued on May 31, 2016 by the
Issuer pursuant to the indenture, dated as of May 31, 2016, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as
trustee.
"2028 Notes" means the $1,150,000,000 aggregate principal amount 5.000% Senior Notes due 2028 originally issued on January 18, 2018
by the Issuer pursuant to the indenture, dated as of January 18, 2018, among the Issuer, the guarantors named therein and U.S. Bank National
Association, as trustee.
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"Acquired Indebtedness" means, with respect to any specified Person,
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such
specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming
a Restricted Subsidiary of such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Additional Notes" means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with
Sections 2.01 and 4.09 hereof.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise.
"Agent" means any Registrar or Paying Agent.
"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:
(1) 1.0% of the principal amount of such Note; and
(2) the excess, if any, of:
(a) the present value at such Redemption Date of (i) the redemption price of such Note at May 1, 2022 (such redemption price being
set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through May 1, 2022 (excluding accrued but
unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50
basis points; over
(b) the principal amount of such Note.
"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.
"Aramark International Finance" means Aramark International Finance S.à r.l., a société à responsabilité limitée incorporated under the
laws of Luxembourg.
"Asset Sale" means:
(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets
(including by way of a Sale and Lease-Back Transaction) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a
"disposition"); and
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(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions
(other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09),
in each case, other than:
(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete or worn-out equipment, vehicles or other similar
assets in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business;
(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 hereof or any
disposition that constitutes a Change of Control pursuant to this Indenture;
(c) the making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by Section 4.07 hereof;
(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate fair market value of less than $50.0 million;
(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted
Subsidiary to a Restricted Subsidiary (including through the dissolution of a Restricted Subsidiary);
(f) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding
any boot thereon) for use in a Similar Business;
(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;
(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(i) foreclosures on assets;
(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;
(k) the unwinding of any Hedging Obligations;
(l) dispositions of assets in connection with Sale and Lease-Back Transactions to the extent that the Attributable Debt associated therewith
outstanding at any one time does not exceed the greater of (x) $250.0 million and (y) 20.0% of LTM EBITDA; and
(m) the disposition of assets comprising a Designated Business to any existing Subsidiary of the Issuer or any newly formed Subsidiary of
the Issuer, prior to any disposition of such Designated Business, that is completed substantially concurrently with, or reasonably in advance of, the
disposition of such Designated Business.
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"Attributable Debt" in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted
at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided, however, that if such
Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of "Capitalized Lease Obligation."
"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.
"Board of Directors" means:
(1) with respect to a corporation, the board of directors of the corporation;
(2) with respect to a partnership, the board of directors of the general partner of the partnership; and
(3) with respect to any other Person, the board or committee of such Person serving a similar function.
"Board Resolution" means, with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer or any committee
thereof.
"Business Day" means each day that is not a Legal Holiday.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.
"Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.
"Cash Equivalents" means:
(1) United States of America dollars;
(2) (a) Canadian dollars;
(b) euros;
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(c) yen;
(d) sterling; or
(e) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the
ordinary course of business;
(3) securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United States of America or
any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of 24 months or less from the date of acquisition;
(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital
and surplus in excess of $250.0 million;
(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution
meeting the qualifications specified in clause (4) above;
(6) commercial paper rated at least P-1 by Moody's or at least A-1 by S&P and in each case maturing within 12 months after the date of
issuance thereof;
(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above;
(8) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one
of the two highest rating categories obtainable from either Moody's or S&P with maturities of 24 months or less from the date of acquisition; and
(9) Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with
maturities of 12 months or less from the date of acquisition.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses
(1) and (2) above; provided that such amounts are converted into one or more of the currencies set forth in clauses (1) and (2) above as promptly as
practicable and in any event within ten Business Days following the receipt of such amounts.
"Change of Control" means the occurrence of any of the following:
(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its
Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; provided that the disposition of a Designated Business pursuant to
either (a) clause (18) of Section 4.07(b) hereof or (b) Section 4.10 hereof, will not constitute a sale of all or substantially all of the assets of the
Issuer and its Subsidiaries, taken as a whole, for purposes of this clause, so long as the Consolidated Leverage Ratio of the Issuer would be no
greater than 6.00 to 1.00 after giving pro forma effect to such sale (including the application of the net proceeds therefrom); or
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