ARAMARK Holdings Corporation (Parent Company)

9 Months Ended

Jul. 01, 2011

ARAMARK Holdings Corporation (Parent Company)

ARAMARK Holdings Corporation (Parent Company)

(17) ARAMARK HOLDINGS CORPORATION (PARENT COMPANY):

ARAMARK Holdings Corporation has 600.0 million common shares authorized, approximately 210.8 million common shares issued and approximately 203.1 million common shares outstanding as of July 1, 2011.

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, 8.50% Senior Notes due 2015, Senior Floating Rate Notes due 2015 and 5.00% Senior Notes due 2012. 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 its outstanding indebtedness, including the senior secured revolving credit facility, the senior secured term loan facility, the 8.50% Senior Notes due 2015 and the Senior Floating Rate Notes due 2015. 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 July 1, 2011, ARAMARK Holdings Corporation had long-term borrowings of $594.2 million, net of discount, interest payable of $10.4 million and unamortized deferred financing costs on the Parent Company Notes of $14.1 million. For the three and nine months ended July 1, 2011, ARAMARK Holdings Corporation recorded Interest and Other Financing Costs, net, of $11.1 million in both periods.