UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Aramark
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03852U106
(CUSIP Number)
Paul C. Hilal
Mantle Ridge LP
712 Fifth Avenue, Suite 17F
New York, NY 10019
646-762-8540
With a copy to:
Stephen Fraidin
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule13d-1(e),13d-1(f) or13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03852U106 | Page 2 |
| 1 | NAME OF REPORTING PERSON
Mantle Ridge LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO(See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | SOLE VOTING POWER
NONE | ||||
| 8 | SHARED VOTING POWER
24,575,245 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
24,575,245 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,575,245 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%* | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| * | All percentage calculations set forth herein are based upon the aggregate of 252,267,858 shares of Common Stock outstanding as of January 24, 2020, as reported in Aramark’s Form10-Q filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2020. |
| CUSIP No. 03852U106 | Page 3 |
| 1 | NAME OF REPORTING PERSON
MR BridgeStone Advisor LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO(See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | SOLE VOTING POWER
NONE | ||||
| 8 | SHARED VOTING POWER
24,575,245 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
24,575,245 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,575,245 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%* | |||||
| 14 | TYPE OF REPORTING PERSON
IA | |||||
| * | All percentage calculations set forth herein are based upon the aggregate of 252,267,858 shares of Common Stock outstanding as of January 24, 2020, as reported in Aramark’s Form10-Q filed with the SEC on February 4, 2020. |
| CUSIP No. 03852U106 | Page 4 |
| 1 | NAME OF REPORTING PERSON
Paul C. Hilal | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO(See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
Number of shares beneficially owned by each reporting person with
| 7 | SOLE VOTING POWER
NONE | ||||
| 8 | SHARED VOTING POWER
24,575,245 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
24,575,245 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,575,245 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%* | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| * | All percentage calculations set forth herein are based upon the aggregate of 252,267,858 shares of Common Stock outstanding as of January 24, 2020, as reported in Aramark’s Form10-Q filed with the SEC on February 4, 2020. |
| CUSIP No. 03852U106 | Page 5 |
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 16, 2019, as amended and supplemented prior to the date of this Amendment (as so amended and supplemented, the “Initial 13D”), relating to their beneficial ownership in Aramark (the “Issuer”). Except to the extent set forth in this Amendment, all information disclosed in the Initial 13D remains unchanged. Capitalized terms not defined in this Amendment shall have the respective meanings ascribed to them in the Initial 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Initial 13D is hereby amended as follows:
| ITEM 1. | SECURITY AND ISSUER |
Item 1 is hereby amended and restated to read in its entirety as follows:
This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Aramark, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2400 Market Street, Philadelphia, Pennsylvania 19103.
On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their Cash Settled Forward Agreements (as defined in the Initial 13D) into CSF-Option Agreements (as defined in the Initial 13D) and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock (“Physically Settled Call Options”). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. After giving effect to these transactions, each Reporting Person beneficially owns an aggregate of 24,575,245 shares of Common Stock (including shares underlying Physically Settled Call Options). These shares represent approximately 9.7% of the outstanding shares of Common Stock as of January 24, 2020, based on the disclosure set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 4, 2020. The Mantle Ridge Funds have additional economic exposure to 20,321,078 notional shares underlying Cash Settled Forward Agreements and CSF-Option Agreements, bringing their total economic exposure to 44,896,323 shares of Common Stock, representing approximately 18% of the outstanding shares of Common Stock as of January 24, 2020. This compares to their total economic exposure to 48,321,470 shares of Common Stock, representing approximately 19% of the outstanding shares of Common Stock as of January 24, 2020, immediately prior to these transactions.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 is hereby amended and supplemented by the addition of the following:
The Mantle Ridge Funds used their own capital to fund the October 7, 2019 exercise of Physically Settled Forward Agreements (as defined in the Initial 13D), supplemented by borrowing amounts under the Credit Agreement. After giving effect to the transactions described in Item 1, the Mantle Ridge Funds have no debt amounts outstanding under the Credit Agreement and no other borrowings or indebtedness.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby amended and supplemented by the addition of the following:
(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
(c) All transactions in Common Stock, Physically Settled Forward Agreements and physically settled call options on Common Stock effected during the past sixty days on behalf of the Mantle Ridge Funds over which the Reporting Persons have investment discretion are set forth onExhibit 99.4 hereto and that information is incorporated by reference herein.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 is hereby amended and supplemented by the addition of the following:
After giving effect to the transactions described in Item 1, the Mantle Ridge Funds are parties to Physically Settled Call Options,CSF-Option Agreements and Cash Settled Forward Agreements.
The Physically Settled Call Options have strike prices and expiration dates set forth onExhibit 99.4 hereto.
| CUSIP No. 03852U106 | Page 6 |
The basic terms of theCSF-Option Agreements and the underlying Cash Settled Forward Agreements are described in the Initial 13D. The forward price for any Cash Settled Forward Agreement entered into upon exercise of an option under aCSF-Option Agreement will equal the strike price plus the premium paid for the exercised option, subject to adjustment.
| ITEM 7. | MATERIAL TO BE FILED AS AN EXHIBIT |
Exhibit 99.1* | Joint Filing Agreement among Mantle Ridge LP, MR BridgeStone Advisor LLC and Paul C. Hilal | |
Exhibit 99.2* | Trading Data | |
Exhibit 99.3* | Stewardship Framework Agreement between MR BridgeStone Advisor LLC and the Issuer, dated October 6, 2019 | |
Exhibit 99.4 | Trading Data | |
| * | Previously filed. |
| CUSIP No. 03852U106 | Page 7 |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: March 13, 2020
| MR BRIDGESTONE ADVISOR LLC | ||
| By: | Mantle Ridge LP, its sole member | |
| By: | Mantle Ridge GP LLC, its general partner | |
| By: | PCH MR Advisor Holdings LLC, its managing member | |
| By: | /s/ Paul C. Hilal | |
| Paul C. Hilal | ||
| Sole Member | ||
| MANTLE RIDGE LP | ||
| By: | Mantle Ridge GP LLC, its general partner | |
| By: | PCH MR Advisor Holdings LLC, its managing member | |
| By: | /s/ Paul C. Hilal | |
| Paul C. Hilal | ||
| Sole Member | ||
/s/ Paul C. Hilal | ||
| Paul C. Hilal | ||
INDEX TO EXHIBITS
Exhibit | Description | |
| Exhibit 99.1* | Joint Filing Agreement among Mantle Ridge LP, MR BridgeStone Advisor LLC and Paul C. Hilal | |
| Exhibit 99.2* | Trading Data | |
| Exhibit 99.3* | Stewardship Framework Agreement between MR BridgeStone Advisor LLC and the Issuer, dated October 6, 2019 | |
| Exhibit 99.4 | Trading Data | |
| * | Previously filed. |
