ARAMARK Corporation and RMK Acquisition Corporation Announce Financing Transactions
05 1월 2007 - 1:00AM
Business Wire
ARAMARK Corporation (�ARAMARK�) (NYSE:RMK) and RMK Acquisition
Corporation announced today that, in connection with the
anticipated acquisition of ARAMARK by an investor group led by
Joseph Neubauer and investment funds managed by GS Capital
Partners, CCMP Capital Advisors and J.P. Morgan Partners, Thomas H.
Lee Partners and Warburg Pincus LLC (the �Acquisition�), they will
commence certain financing transactions consisting of the borrowing
of new senior secured and unsecured indebtedness and the repayment
of certain indebtedness. The new financing transactions will
include: new senior secured credit facilities, consisting of $3.660
billion of term loans and a $600 million revolving credit facility;
and $2.270 billion of new senior and senior subordinated unsecured
indebtedness, consisting of senior fixed rate, senior floating rate
and senior subordinated notes (collectively, the �notes�). The new
term loan facility is expected to have a seven year maturity, and
the revolving credit facility is expected to have a six year
maturity. The senior fixed rate notes and the senior floating rate
notes each are expected to have an eight year maturity and the
senior subordinated notes are expected to have a ten year maturity.
The notes will be offered by RMK Acquisition Corporation in a
private placement in the United States only to qualified
institutional buyers within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the �Securities Act�). The
notes will be offered outside the United States to non-U.S.
investors pursuant to Regulation S under the Securities Act. The
Acquisition will be effected by the merger of RMK Acquisition
Corporation with and into ARAMARK, with ARAMARK remaining as the
surviving entity. The merger will be completed in accordance with
the Agreement and Plan of Merger, entered into by the parties on
August 8, 2006. Upon the closing, the notes will become the
obligations of ARAMARK. In connection with the Acquisition, ARAMARK
will redeem approximately $300 million of its 6.375% notes due
February 2008, $300 million of its 7.00% notes due May 2007 and
approximately $31.6 million of its 7.25% notes and debentures due
August 2007. Additional information regarding the Acquisition can
be found in ARAMARK�s Securities and Exchange Commission filings.
The notes to be offered will not be registered under the Securities
Act or any state securities laws and unless so registered, may not
be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering would be unlawful. About
ARAMARK ARAMARK is a leader in professional services, providing
award-winning food services, facilities management, and uniform and
career apparel to health care institutions, universities and school
districts, stadiums and arenas, and businesses around the world. In
FORTUNE magazine�s 2006 list of �America�s Most Admired Companies,�
ARAMARK was ranked number one in its industry, consistently ranking
since 1998 as one of the top three most admired companies in its
industry as evaluated by peers and industry analysts. The company
was also ranked first in its industry in the 2006 FORTUNE 500
survey. Headquartered in Philadelphia, ARAMARK has approximately
240,000 employees serving clients in 18 countries. Learn more at
the company�s Web site, www.aramark.com. Forward-Looking Statements
Forward-looking statements speak only as of the date made. We
undertake no obligation to update any forward-looking statements,
including prior forward-looking statements, to reflect the events
or circumstances arising after the date as of which they were made.
As a result of these risks and uncertainties, readers are cautioned
not to place undue reliance on any forward-looking statements
included herein or that may be made elsewhere from time to time by,
or on behalf of, us. This press release includes �forward-looking
statements� within the meaning of the Private Securities Litigation
Reform Act of 1995 that reflect our current views as to future
events and financial performance with respect to our operations.
These statements can be identified by the fact that they do not
relate strictly to historical or current facts. They use words such
as �aim,� �anticipate,� �are confident,� �estimate,� �expect,�
�will be,� �will continue,� �will likely result,� �project,�
�intend,� �plan,� �believe,� �look to� and other words and terms of
similar meaning in conjunction with a discussion of future
operating or financial performance. These statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. Factors that might cause such a difference include:
unfavorable economic conditions; ramifications of any future
terrorist attacks or increased security alert levels; increased
operating costs, including labor-related and energy costs;
shortages of qualified personnel or increases in labor costs; costs
and possible effects of further unionization of our workforce;
currency risks and other risks associated with international
markets; risks associated with acquisitions, including acquisition
integration issues and costs; our ability to integrate and derive
the expected benefits from our recent acquisitions; competition;
decline in attendance at client facilities; unpredictability of
sales and expenses due to contract terms and terminations; the
impact of natural disasters on our sales and operating results; the
risk that clients may become insolvent; the risk that our insurers
may become insolvent or may liquidate; the contract intensive
nature of our business, which may lead to client disputes; high
leverage; claims relating to the provision of food services; costs
of compliance with governmental regulations and government
investigations; liability associated with noncompliance with
governmental regulations, including regulations pertaining to food
services, the environment, the Federal school lunch program,
Federal and state employment and wage and hour laws and import and
export controls and customs laws; dram shop compliance and
litigation; contract compliance and administration issues,
inability to retain current clients and renew existing client
contracts; determination by customers to reduce their outsourcing
and use of preferred vendors; seasonality; merger related risks,
including the impact on our business if the merger is not
completed, the effect on our operations of increased leverage and
limitations on our flexibility as a result of increased
restrictions in our debt agreements; and other risks that are set
forth in the �Risk Factors,� �Legal Proceedings� and �Management
Discussion and Analysis of Results of Operations and Financial
Condition� sections of and elsewhere in ARAMARK�s SEC filings,
copies of which may be obtained by contacting ARAMARK�s investor
relations department via its website www.aramark.com.
Aramark (NYSE:RMK)
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Aramark (NYSE:RMK)
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