0000007032-12-000016.txt : 20121102 0000007032-12-000016.hdr.sgml : 20121102 20121102161743 ACCESSION NUMBER: 0000007032-12-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121029 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121102 DATE AS OF CHANGE: 20121102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP CENTRAL INDEX KEY: 0000007032 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 952051630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04762 FILM NUMBER: 121176997 BUSINESS ADDRESS: STREET 1: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 MAIL ADDRESS: STREET 1: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK SERVICES INC DATE OF NAME CHANGE: 19950511 FORMER COMPANY: FORMER CONFORMED NAME: ARA SERVICES INC DATE OF NAME CHANGE: 19940303 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC RETAILERS OF AMERICA INC DATE OF NAME CHANGE: 19710604 8-K 1 aramarkcorpform8-kxseamless.htm 8-K ARAMARK Corp Form 8-K - Seamless





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): October 29, 2012

ARAMARK CORPORATION
(Exact name of registrant as specified in charter)
 
 
 
Delaware
001-04762
95-2051630
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1101 Market Street
Philadelphia, Pennsylvania
19107
(Address of Principal Executive Offices)
Zip Code
 
 
Registrant's telephone, including area code:215-238-3000
N/A
(Former name and former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.01. Completion of Acquisition or Disposition of Assets

On October 29, 2012, ARAMARK Corporation (the “Company”) completed the spin-off of its majority interest in Seamless North America, LLC (“Seamless”) to the shareholders of ARAMARK Holdings Corporation, the Company's ultimate parent company. Seamless is a leading mobile and online service for ordering delivery and takeout food.

In the spin-off, the Company distributed all of the issued and outstanding shares of the common stock of Seamless Holdings Corporation (“Seamless Holdings”), an entity formed for the purpose of completing the spin-off and whose assets primarily consist of the Company's former interest in Seamless, to its parent company and sole stockholder, ARAMARK Intermediate Holdco Corporation (“ARAMARK Intermediate”). Thereafter, ARAMARK Intermediate distributed such shares to ARAMARK Holdings Corporation, its parent company and sole stockholder (“ARAMARK Holdings”), who then distributed all of the shares of Seamless Holdings on a pro rata basis to the holders of ARAMARK Holdings common stock as of 10:00 am, Eastern Time, on October 26, 2012, the record date. Each ARAMARK Holdings shareholder received one share of Seamless Holdings common stock for each share of ARAMARK Holdings common stock held as of the record date.

After October 29, 2012, the Company does not beneficially own any interest in Seamless or Seamless Holdings and, following such date, will not consolidate the financial results of Seamless or Seamless Holdings for the purpose of its own financial reporting. The unaudited pro forma condensed consolidated financial information of the Company (reflecting the spin-off and certain other items, as described therein) and related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Unaudited Pro Forma Condensed Consolidated Financial Information of ARAMARK Corporation for the fiscal year ended September 30, 2011 and the nine-months ended June 29, 2012 are filed as Exhibit 99.1 to this Current Report on Form 8-K.














SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ARAMARK CORPORATION



Date: November 2, 2012
By:     /s/ Joseph Munnelly     
Name:
Joseph Munnelly
Title:
Senior Vice President, Controller and Chief Accounting Officer









EXHIBIT INDEX

Exhibit No.
Description
99.1
Unaudited Pro Forma Condensed Consolidated Financial Information of ARAMARK Corporation for the fiscal year ended September 30, 2011 and the nine-months ended June 29, 2012





 EX-99.1 2 aramarkcorporationunaudite.htm UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF ARAMARK CORPORATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011 AND THE NINE-MONTHS ENDED JUNE 29, 2012 ARAMARK Corporation Unaudited Pro Forma Financial Information
Exhibit 99.1

ARAMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
ARAMARK Holdings Corporation ("ARAMARK Holdings") completed the spin-off of Seamless Holdings Corporation ("Seamless Holdings") on October 29, 2012 by distributing all of the shares of Seamless Holdings common stock on a pro rata basis to the holders of ARAMARK Holdings common stock as of October 26, 2012, the record date. To accomplish the spin-off, ARAMARK Corporation ("ARAMARK"), an indirect wholly-owned subsidiary of ARAMARK Holdings, distributed all of the outstanding shares of Seamless Holdings common stock to its parent company, ARAMARK Intermediate Holdco Corporation, which distributed such shares to ARAMARK Holdings. Each ARAMARK Holdings shareholder received one share of Seamless Holdings common stock for each share of ARAMARK Holdings common stock held as of the record date.

Prior to the spin-off, ARAMARK owned a majority of the outstanding limited liability company interests of Seamless North America, LLC ("Seamless"). ARAMARK formed Seamless Holdings as a new wholly-owned subsidiary to facilitate the spin-off and transferred all of its interests in Seamless to Seamless Holdings prior to the spin-off.
Following the spin-off, Seamless Holdings and ARAMARK Holdings operate independently, and neither have any ownership interest in the other. However, in connection with the spin-off, Seamless Holdings, ARAMARK, ARAMARK Intermediate Holdco Corporation and ARAMARK Holdings entered into a Distribution Agreement, Seamless Holdings and ARAMARK Holdings entered into a Tax Matters Agreement and ARAMARK entered into a Transition Services Agreement with each of Seamless Holdings and Seamless. These agreements, as well as several additional ancillary agreements, govern the future relationships among the various parties involved in the spin-off.

The unaudited pro forma condensed consolidated financial information of ARAMARK was derived from ARAMARK's historical condensed consolidated financial statements and is being presented to give effect to the spin-off of Seamless Holdings. The unaudited pro forma condensed consolidated balance sheet of ARAMARK as of June 29, 2012 was prepared as if the spin-off and the related transactions described below had occurred as of June 29, 2012. The unaudited pro forma condensed consolidated statements of continuing operations give effect to the spin-off of Seamless Holdings as if the spin-off occurred on October 2, 2010.
 
     The historical condensed consolidated financial information of Seamless Holdings includes certain push-down accounting of deferred tax liabilities and tax provisions from ARAMARK, which represent the tax positions of the newly formed company. The related income tax payable has not been pushed-down as ARAMARK Holdings is obligated to pay this liability in accordance with the Tax Matters Agreement.

The pro forma adjustments give effect to the following transactions:
•
A cash contribution made by ARAMARK to Seamless Holdings immediately prior to the spin-off of $6.0 million.
•
The cash settlement of the intercompany note receivable to Seamless by ARAMARK.
•
The costs associated with the Transition Service Agreement between Seamless Holdings and ARAMARK.
•
The pro-rata distribution of all of Seamless Holdings common stock to holders of ARAMARK Holdings common stock. 

The pro forma adjustments are based upon available information and assumptions that management believes are reasonable based on our current plans and expectations. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what ARAMARK’s financial position and results of operations would have been had the spin-off occurred on the dates indicated and is not necessarily indicative of ARAMARK’s future financial position and future results of operations. The unaudited pro forma condensed consolidated financial information should be read in conjunction with ARAMARK’s historical financial statements and accompanying notes.









Exhibit 99.1

ARAMARK CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 29, 2012

 
Historical
ARAMARK
Corporation
 
Spin-off of
Seamless Holdings
Corporation
 
Pro Forma
Adjustments
 
Pro Forma
ARAMARK
Corporation
ASSETS
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
100,974

 
$
(8,151
)
 
$
(6,000
)
(a)
$
67,323

 
 
 
 
 
(19,500
)
(b)


Receivables
1,290,102

 
(18,464
)
 
 
 
1,271,638

Inventories, at lower of cost or market
490,652

 
—

 
 
 
490,652

Prepayments and other current assets
203,702

 
(1,348
)
 
 
 
202,354

Assets held for sale
2,798

 
—

 
 
 
2,798

Total current assets
2,088,228

 
(27,963
)
 
(25,500
)
 
2,034,765

Property and Equipment, net
1,003,986

 
(7,842
)
 
 
 
996,144

Goodwill
4,697,913

 
(102,805
)
 
 
 
4,595,108

Other Intangible Assets
1,648,434

 
(29,153
)
 
 
 
1,619,281

Other Assets
980,486

 
(4,726
)
 
 
 
975,760

 
$
10,419,047

 
$
(172,489
)
 
$
(25,500
)
 
$
10,221,058

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
Current maturities of long-term borrowings
$
55,870

 
$
—

 
 
 
$
55,870

Accounts payable
687,847

 
(46,766
)
 
 
 
641,081

Accrued expenses and other current liabilities
1,048,826

 
(7,525
)
 
 
 
1,041,301

Total current liabilities
1,792,543

 
(54,291
)
 
—

 
1,738,252

Long-Term Borrowings
5,726,100

 
—

 
 
 
5,726,100

Deferred Income Taxes and Other Noncurrent Liabilities
1,209,678

 
(18,315
)
 
 
 
1,191,363

Common Stock Subject to Repurchase
171,398

 
—

 
 
 
171,398

Equity:
 
 
 
 
 
 
 
ARAMARK Shareholder’s Equity:
 
 
 
 
 
 
 
Common stock
—

 
—

 
 
 
—

Capital surplus
1,453,729

 
—

 
 
 
1,453,729

Earnings retained for use in the business
89,179

 
(67,126
)
 
(6,000
)
(a)
(3,447
)
 
 
 
 
 
(19,500
)
(b)
 
Accumulated other comprehensive loss
(56,438
)
 
101

 
 
 
(56,337
)
Total ARAMARK shareholder’s equity
1,486,470

 
(67,025
)
 
(25,500
)
 
1,393,945

Noncontrolling interest
32,858

 
(32,858
)
 
 
 
—

Total equity
1,519,328

 
(99,883
)
 
(25,500
)
 
1,393,945

 
$
10,419,047

 
$
(172,489
)
 
$
(25,500
)
 
$
10,221,058


See accompanying notes to the unaudited pro forma condensed consolidated financial information.




Exhibit 99.1

ARAMARK CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF CONTINUING OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 29, 2012

 
Historical
ARAMARK
Corporation
 
Spin-off of
Seamless Holdings
Corporation
 
Pro Forma
Adjustments
 
Pro Forma
ARAMARK
Corporation
Sales
$
10,104,266

 
$
(57,596
)
 
 
 
$
10,046,670

Costs and Expenses:
 
 
 
 
 
 
 
Cost of services provided
9,140,888

 
(45,299
)
 
 
 
9,095,589

Depreciation and amortization
395,968

 
(4,576
)
 
 
 
391,392

Selling and general corporate expenses
151,531

 
(1,631
)
 
(143
)
(c)
149,757

 
9,688,387

 
(51,506
)
 
(143
)
 
9,636,738

Operating income
415,879

 
(6,090
)
 
143

 
409,932

Interest and Other Financing Costs, net
315,154

 
—

 
—

 
315,154

Income from Continuing Operations Before Income Taxes
100,725

 
(6,090
)
 
143

 
94,778

Provision for Income Taxes
27,432

 
(2,709
)
 
56

(d)
24,779

Net income attributable to noncontrolling interest
2,444

 
(1,536
)
 
 
 
908

Income from Continuing Operations
$
70,849

 
$
(1,845
)
 
$
87

 
$
69,091



See accompanying notes to the unaudited pro forma condensed consolidated financial information.


Exhibit 99.1

ARAMARK CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF CONTINUING OPERATIONS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011

 
Historical
ARAMARK
Corporation
 
Spin-off of
Seamless Holdings
Corporation
 
Pro Forma
Adjustments
 
Pro Forma
ARAMARK
Corporation
Sales
$
13,082,377

 
$
(56,989
)
 
 
 
$
13,025,388

Costs and Expenses:
 
 
 
 
 
 
 
Cost of services provided
11,836,780

 
(37,640
)
 
 
 
11,799,140

Depreciation and amortization
510,516

 
(3,632
)
 
 
 
506,884

Selling and general corporate expenses
186,870

 
(2,538
)
 
(190
)
(c)
184,142

 
12,534,166

 
(43,810
)
 
(190
)
 
12,490,166

Operating income
548,211

 
(13,179
)
 
190

 
535,222

Interest and Other Financing Costs, net
426,262

 
—

 
—

 
426,262

Income from Continuing Operations Before Income Taxes
121,949

 
(13,179
)
 
190

 
108,960

Provision for Income Taxes
9,020

 
(6,115
)
 
75

(d)
2,980

Net income attributable to noncontrolling interest
1,125

 
(1,125
)
 
 
 
—

Income from Continuing Operations
$
111,804

 
$
(5,939
)
 
$
115

 
$
105,980



See accompanying notes to the unaudited pro forma condensed consolidated financial information.



Exhibit 99.1

ARAMARK CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION


(a)
Represents the transfer of cash from ARAMARK to Seamless Holdings. Immediately prior to the spin-off, ARAMARK transferred $6.0 million of cash to Seamless Holdings. This cash will be used to fund Seamless Holdings' initial operating costs as well as the aggregate purchase price associated with any call rights that Seamless Holdings exercises with respect to certain ARAMARK employee stockholders of Seamless Holdings upon their termination of employment from ARAMARK or its affiliates. If the cash is not sufficient for these purposes, Seamless Holdings will need to raise additional capital in order to exercise such call rights.

(b)
Represents the repayment of the Intercompany Notes Receivable. On June 29, 2012, Seamless loaned ARAMARK $19,500,000 and entered into a note receivable with an interest rate of 3.4% per annum. The note was paid in full along with the accumulated accrued interest in July 2012.

(c)
Represents the payment of services provided under the Transition Service Agreement from Seamless Holdings to ARAMARK.

(d)
Represents an estimate of the expected tax effect of the Transition Service Agreement payments.