Exhibit 99.8
| Nomura Global Financial Products Inc. |
| |
| World Wide Plaza | ||
| 309 West 49th Street | ||
| New York, New York 10019 |
OPTION SALE AGREEMENT
| Date: | August 9, 2023 | |
| To: | MR Bridgestone Offshore Fund AB Ltd. (“Counterparty”) | |
| Address: | 712 Fifth Avenue | |
| Suite 17F | ||
| New York, NY 10019 | ||
| Attention: | Mantle Ridge LP – Chris Lee | |
| Email: | chris.lee@pchcapital.com | |
| Phone: | (646) 762-8540 | |
| Fax No.: | (646) 762-8541 | |
| From: | Nomura Global Financial Products Inc. (“Nomura”) | |
| Re: | OTC Share Option Transactions | |
Reference is made to the original transactions entered into between Nomura and Counterparty listed on Annex A hereto (the “Transactions”), as documented in the confirmations between Nomura and Counterparty with respect to the Transactions (the “Original Confirmations”). Capitalized terms not defined herein have the meanings specified in the applicable Original Confirmation. In the event of any inconsistency between the provisions of this Option Sale Agreement and the Original Confirmations, this Option Sale Agreement will prevail.
The purpose of this letter agreement (this “Option Sale Agreement”) is to confirm the sale back to Nomura of the Transactions effective upon the closing of the sales contemplated by the Underwriting Agreement between Nomura, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC dated August 9, 2023 (the time such closing occurs, the “Effective Time”). This Option Sale Agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement between Dealer and Counterparty.
At the Effective Time, Nomura shall pay to Counterparty the amounts specified on Annex A under the heading “Delivery Amount” (the “Delivery Amount”).
Nomura and Counterparty agree that with effect from the Effective Time, the Transactions shall be deemed sold to Nomura and, with the exception of the payment of the Delivery Amounts, neither party shall have any further rights or obligations in respect of the Transactions. Notwithstanding the foregoing, neither party shall be released or discharged from any obligation to make any payment to the other that shall have become due and payable on or before the Effective Time.
 |
Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Option Sale Agreement and returning it to us.
| Yours faithfully, | ||
| NOMURA GLOBAL FINANCIAL PRODUCTS INC. | ||
| By: | /s/ James Chenard | |
| Name: | James Chenard | |
| Title: | Authorized Representative | |
Confirmed as of the date first written above:
| MR BRIDGESTONE OFFSHORE FUND AB LTD. | ||
| By: | MR Bridgestone Advisor LLC, its investment manager | |
| 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 | |
| Name: | Paul C. Hilal | |
| Title: | Sole Member | |
Nomura Global Financial Products Inc.
A member of the Nomura group of companies
|
ANNEX A
Transactions
Nomura | Trade Date | Maturity | # Options (1x mult) | Reference Price (USD) | Strike Price (USD) | Delivery Amount | ||||||||||||
| 73248505 | March 11, 2020 | June 18, 2024 | 15,344,860 | 36.3200 | 13.5000 | (i) USD 143,201,665; and (ii) 6,487,835 Shares | ||||||||||||
| 73248506 | March 11, 2020 | September 18, 2024 | 13,812,744 | 36.3200 | 13.5000 | (i) USD 44,615,933; and (ii) Cash Settled Forward Agreements covering 8,005,263 Shares | ||||||||||||
| 66785858 | March 11, 2020 | March 20, 2024 | 7,633,483 | 33.3400 | 11.4500 | (i) USD 76,547,057; and (ii) 3,468,010 Shares | ||||||||||||
| 66777815 | March 11, 2020 | March 20, 2024 | 6,866,517 | 33.3400 | 11.4500 | (i) USD 23,788,320; and (ii) Cash Settled Forward Agreements covering 4,268,245 Shares | ||||||||||||
Solely for purposes of the table above:
“Cash Settled Forward Agreements” means cash settled forward agreements covering the applicable number of Shares specified above, with a Pricing Date of August 9, 2023, an initial Forward Price of USD 39.2344 and otherwise having the same terms as those specified in Exhibit B to the Master Confirmation, dated as of March 11, 2020, between Nomura and Counterparty.
“Shares” means the Common Stock, par value $0.01 per share of Aramark (NYSE: ARMK).
Nomura Global Financial Products Inc.
A member of the Nomura group of companies