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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