Sec Form 13D Filing - Mantle Ridge LP filing for Aramark (ARMK) - 2020-03-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-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 Rule 13d-1(e), 13d-1(f) or 13d-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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

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 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 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 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 on Exhibit 99.4 hereto and that information is incorporated by reference herein.

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 on Exhibit 99.4 hereto.

The basic terms of the CSF-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 a CSF-Option Agreement will equal the strike price plus the premium paid for the exercised option, subject to adjustment.

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

INDEX TO EXHIBITS