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ARAMARK Holdings Corporation (Parent Company)
12 Months Ended
Sep. 28, 2012
Parent Company Activity Note Disclosure [Abstract]  
ARAMARK Holdings Corporation (Parent Company)
ARAMARK HOLDINGS CORPORATION (PARENT COMPANY):
ARAMARK Holdings Corporation has 600.0 million common shares authorized, approximately 216.1 million common shares issued and approximately 202.6 million common shares outstanding as of September 28, 2012.
On April 18, 2011, the Parent Company completed a private placement of $600 million, net of a 1% discount, in aggregate principal amount of 8.625% / 9.375% Senior Notes due 2016 (the Parent Company Notes). Interest on the Parent Company Notes accrues at the rate of 8.625% per annum with respect to interest payments made in cash and 9.375% per annum with respect to any payment in-kind interest. The Parent Company Notes are obligations of the Parent Company, are not guaranteed by the Company and its subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company and its subsidiaries, including trade payables, the senior secured revolving credit facility, the senior secured term loan facility, the fixed rate notes and the floating rate notes. The Parent Company is obligated to pay interest on the Parent Company Notes in cash to the extent the Company has sufficient capacity to distribute such amounts to the Parent Company under the covenants relating to the Company’s outstanding indebtedness, including the senior secured revolving credit facility, the senior secured term loan facility, the fixed rate notes and the floating rate notes. If the Company does not have sufficient covenant capacity to distribute such amounts to the Parent Company, the Parent Company will have the ability to pay the interest on the Parent Company Notes through the issuance of additional notes.
The Parent Company used the net proceeds from the offering of the Parent Company Notes, along with $132.7 million in borrowings by the Company under the extended U.S. dollar revolving credit facility, which were paid as dividends to the Parent Company through ARAMARK Intermediate Holdco Corporation, to pay an approximately $711 million dividend ($3.50 per share) to the Parent Company’s shareholders and to pay fees and expenses related to the issuance of the Parent Company Notes. Third party costs directly attributable to the Parent Company Notes were approximately $14.6 million, of which approximately $8.3 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
At September 28, 2012, ARAMARK Holdings Corporation had long-term borrowings of $595.5 million, net of discount, interest payable of $21.2 million and unamortized deferred financing costs on the Parent Company Notes of $11.0 million. For fiscal 2012 and fiscal 2011, ARAMARK Holdings Corporation recorded Interest and Other Financing Costs, net, of $55.0 million and $24.9 million, respectively. During fiscal 2012, the Company advanced approximately $53.7 million to the Parent Company, which was used to pay the interest on the Parent Company Notes. Subsequently, the advance was reduced by approximately $30.1 million attributable to the tax benefit related to the interest on the Parent Company Notes. Finally, $23.6 million was dividended by the Company to the Parent Company in order to pay down the remainder of the advance. In November 2012, the Company distributed approximately $25.9 million to the Parent Company for the payment of accrued interest.