Form 8-K - Current report

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

September 9, 2024

Date of Report (Date of earliest event reported)

Vestis Corporation

(Exact name of Registrant as specified in its charter)

Delaware	001-41783	92-2573927
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

500 Colonial Center Parkway, Suite 140

Roswell, Georgia, 30076

(Address of principal executive offices) (Zip code)

(470) 226-3655

(Registrant’s telephone number, including area code)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VSTS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On September 9, 2024, Vestis Corporation issued a press release confirming that it received a preliminary inquiry from Elis S. A. regarding a potential transaction involving the company. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained herein, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01

Financial Statements and Exhibits.

	(d)		Exhibits. The following exhibits are being furnished as part of this report.

	Exhibit
	Number		Description of the Exhibit
	99.1		Press release dated September 9, 2024.
	104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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.

Date: September 9, 2024	Vestis Corporation

	By:	/s/ Rick Dillon
		Name: Rick Dillon
		Title: Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

Vestis Confirms Receipt of Preliminary Inquiry

ATLANTA, GA, September 9, 2024 - Vestis Corporation (NYSE: VSTS), today confirmed that it received a preliminary inquiry from Elis S.A. regarding a potential transaction involving the company. The Board of Directors takes seriously and evaluates any inquiries regarding the company and all alternatives available to the company. There can be no assurance that any transaction or other alternative will result from this inquiry. The company does not undertake to make any further announcements with respect to this or any other inquiries or any strategic alternatives.

About Vestis™

Vestis is a leader in the B2B uniform and workplace supplies category. Vestis provides uniform services and workplace supplies to a broad range of North American customers from Fortune 500 companies to locally owned small businesses across a broad set of end sectors. The company’s comprehensive service offering primarily includes a full-service uniform rental program, floor mats, towels, linens, managed restroom services, first aid supplies, and cleanroom and other specialty garment processing.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the securities laws, including all statements that reflect our expectations, assumptions or projections about the future and statements regarding inquiries about the company. In some cases, forward-looking statements can be identified by words such as “outlook,” “anticipate,” “continue,” “estimate,” “expect,” “will be,” “believe,” “well positioned,” “mobilized,” “on track,” “opportunities,” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time, and actual results or outcomes may differ materially from those that we expected. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict including, but not limited to: the uncertainty associated with being able to identify, evaluate and complete any strategic alternative, including any acquisition transaction; the impact of the announcement of the company’s review of any strategic alternative, as well as any strategic alternative that may be pursued, on the company’s business, including its financial and operating results and its employees and customers; unfavorable economic conditions; increases in fuel and energy costs; new interpretations of or changes in the enforcement of the government regulatory framework; the expected benefits of the separation from Aramark and the risk that conditions to the separation will not be satisfied; the risk of increased costs from lost synergies; retention of existing management team members as a result of the separation from Aramark; reaction of customers, employees and other parties to the separation from Aramark, and the impact of the separation on our business; our leverage and ability to meet debt obligations; any failure by Aramark to perform its obligations under the various separation agreements entered into in connection with the separation and distribution; a determination by the IRS that the distribution or certain related transactions are taxable; and the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see Vestis’ filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investors

Michael Aurelio, CFA

470-653-5015

michael.aurelio@vestis.com

Media

Danielle Holcomb

470-716-0917

danielle.holcomb@vestis.com

Edelman Smithfield

vestis@edelmansmithfield.com

Document and Entity Information	Sep. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 09, 2024
Entity File Number	001-41783
Entity Registrant Name	Vestis Corporation
Entity Central Index Key	0001967649
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-2573927
Entity Address, Address Line One	500 Colonial Center Parkway
Entity Address, Address Line Two	Suite 140
Entity Address, City or Town	Roswell
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30076
City Area Code	470
Local Phone Number	226-3655
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	VSTS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false