Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Vestis Corp incurred credit facility of $1,800 million with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent at SOFR plus 2.25% (initially) maturing September 29, 2025 (Term A-1), September 29, 2028 (Term A-2 and Revolving Credit Facility), subject to Springing Maturity Date.
- Instrument
- credit facility
- Principal
- $1,800 million
- Counterparty
- JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent
- Rate
- SOFR plus 2.25% (initially)
- Maturity
- September 29, 2025 (Term A-1), September 29, 2028 (Term A-2 and Revolving Credit Facility), subject to Springing Maturity Date
- Event
- incurrence
Exact text from the filing
On September 29, 2023, the Company entered into senior secured financing with a syndicate of banks, financial institutions and other institutional lenders, with JPMorgan Chase Bank, N.A. acting as the administrative agent and the collateral agent, in an aggregate amount of $1,800 million, consisting of a term loan A-1 tranche in the amount of $800 million (the “Term Loan A-1”), a term loan A-2 tranche in the amount of $700 million (the “Term Loan A-2” and, together with the Term Loan A-1, the “Term Loan Facilities”) and a revolving credit facility in an aggregate amount of $300 million (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Credit Facilities”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas G. Ondrof resigned as Director at Vestis Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Each of Thomas G. Ondrof and James J. Tarangelo, who had previously been appointed to the Board, resigned from the Board, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Anne Whitney was elected as Director at Vestis Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Richard Burke, Phillip Holloman, Lynn McKee, Doug Pertz, Kim Scott, Mary Anne Whitney and Ena Williams was elected as a member of the Board as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rick Dillon was appointed as Executive Vice President and Chief Financial Officer at Vestis Corp.
- Action
- appointed
- Role
- Executive Vice President and Chief Financial Officer
Exact text from the filing
Rick Dillon Executive Vice President and Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Doug Pertz was appointed as Vice Chairman of the Board at Vestis Corp.
- Action
- appointed
- Role
- Vice Chairman of the Board
Exact text from the filing
Phillip Holloman was appointed Chairman of the Board, and Doug Pertz was appointed Vice Chairman of the Board;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Grant Shih was appointed as Executive Vice President and Chief Technology Officer at Vestis Corp.
- Action
- appointed
- Role
- Executive Vice President and Chief Technology Officer
Exact text from the filing
Grant Shih Executive Vice President and Chief Technology Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kim Scott was appointed as President and Chief Executive Officer at Vestis Corp.
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Appointment of Officers The following individuals are the executive officers of the Company following the Distribution, with the respective position(s) set forth in the table below: Name Position Kim Scott President and Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kim Scott was elected as Director at Vestis Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Richard Burke, Phillip Holloman, Lynn McKee, Doug Pertz, Kim Scott, Mary Anne Whitney and Ena Williams was elected as a member of the Board as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lynn McKee was elected as Director at Vestis Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Richard Burke, Phillip Holloman, Lynn McKee, Doug Pertz, Kim Scott, Mary Anne Whitney and Ena Williams was elected as a member of the Board as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bryan Johnson was appointed as Principal Accounting Officer at Vestis Corp.
- Action
- appointed
- Role
- Principal Accounting Officer
Exact text from the filing
Bryan Johnson, 47, serves as the Company’s principal accounting officer following the Distribution.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Synek was appointed as Executive Vice President and Chief Operating Officer at Vestis Corp.
- Action
- appointed
- Role
- Executive Vice President and Chief Operating Officer
Exact text from the filing
Christopher Synek Executive Vice President and Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James J. Tarangelo resigned as Director at Vestis Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Each of Thomas G. Ondrof and James J. Tarangelo, who had previously been appointed to the Board, resigned from the Board, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Donovan was appointed as Executive Vice President, Chief Legal Officer and General Counsel at Vestis Corp.
- Action
- appointed
- Role
- Executive Vice President, Chief Legal Officer and General Counsel
Exact text from the filing
Timothy Donovan Executive Vice President, Chief Legal Officer and General Counsel
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Angela Kervin was appointed as Executive Vice President and Chief Human Resources Officer at Vestis Corp.
- Action
- appointed
- Role
- Executive Vice President and Chief Human Resources Officer
Exact text from the filing
Angela Kervin Executive Vice President and Chief Human Resources Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phillip Holloman was appointed as Chairman of the Board at Vestis Corp.
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Phillip Holloman was appointed Chairman of the Board, and Doug Pertz was appointed Vice Chairman of the Board;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tracy Jokinen was appointed as Director at Vestis Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Tracy Jokinen was appointed as a member of the Board and a member and chair of the Audit Committee of the Board (the “Audit Committee”) effective as of the Pre-Trading Date.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Burke was elected as Director at Vestis Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Richard Burke, Phillip Holloman, Lynn McKee, Doug Pertz, Kim Scott, Mary Anne Whitney and Ena Williams was elected as a member of the Board as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ena Williams was elected as Director at Vestis Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Richard Burke, Phillip Holloman, Lynn McKee, Doug Pertz, Kim Scott, Mary Anne Whitney and Ena Williams was elected as a member of the Board as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vestis Corp: Amended and restated Certificate of Incorporation effective September 29, 2023, in connection with the spin-off distribution (effective 2023-09-29).
- Change
- charter amendment
- Effective
- 2023-09-29
Exact text from the filing
In connection with the Distribution, the Company filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on September 29, 2023 which became effective as of 11:59 p.m., Eastern Time, on September 29, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vestis Corp: Amended and restated Bylaws effective immediately following the charter amendment on September 29, 2023 (effective 2023-09-29).
- Change
- bylaw amendment
- Effective
- 2023-09-29
Exact text from the filing
and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vestis Corp: Board adopted Business Conduct Policy and Corporate Governance Guidelines effective September 30, 2023 (effective 2023-09-30).
- Change
- code of ethics
- Effective
- 2023-09-30
Exact text from the filing
the Board adopted certain Corporate Governance Guidelines and a Business Conduct Policy, in each case, effective as of September 30, 2023
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Vestis Corp entered into Separation and Distribution Agreement with Aramark valued at Separation and Distribution Agreement between Vestis Corporation and Aramark (effective 2023-09-29).
- Action
- entry
- Agreement
- supply
- Counterparty
- Aramark
- Value
- Separation and Distribution Agreement between Vestis Corporation and Aramark
- Effective
- 2023-09-29
Exact text from the filing
On September 29, 2023, the Company and Aramark entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which identifies the assets to be transferred, the liabilities to be assumed and the contracts to be transferred to each of the Company and Aramark in connection with the Separation and the Distribution and provides for when and how these transfers and assumptions occur.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Vestis Corp entered into Transition Services Agreement with Aramark valued at Transition Services Agreement between Vestis Corporation and Aramark (effective 2023-09-29).
- Action
- entry
- Counterparty
- Aramark
- Value
- Transition Services Agreement between Vestis Corporation and Aramark
- Effective
- 2023-09-29
Exact text from the filing
On September 29, 2023, the Company and Aramark entered into a Transition Services Agreement (the “Transition Services Agreement”), which sets forth the terms on which the Company and Aramark and their respective affiliates will provide each other, on an interim, transitional basis, various services, including, but not limited to, administrative, information technology and cybersecurity support services and certain finance, treasury, tax and governmental function services.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Vestis Corp entered into Tax Matters Agreement with Aramark valued at Tax Matters Agreement between Vestis Corporation and Aramark (effective 2023-09-29).
- Action
- entry
- Counterparty
- Aramark
- Value
- Tax Matters Agreement between Vestis Corporation and Aramark
- Effective
- 2023-09-29
Exact text from the filing
On September 29, 2023, the Company and Aramark entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
View on SEC.gov
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