--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-033362" form_type: "8-K" ticker: "VSTS" cik: "0001967649" company_name: "Vestis Corp" filed_at: "2023-10-02T23:59:59+00:00" generated_at: "2026-06-10T06:34:16.778560+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Vestis completes spin-off from Aramark; begins trading as independent public company on NYSE under 'VSTS' ## Summary - Distribution of 130.7M shares to Aramark stockholders at 1-for-2 ratio effective Sept 30, 2023. - Entered into $1.8B credit facilities ($800M term A-1, $700M term A-2, $300M revolver); funded $1.457B transfer to Aramark. - Board expanded to 8 directors; Phillip Holloman Chairman, Doug Pertz Vice Chairman; Kim Scott President/CEO. - Adopted 2023 Long-Term Incentive Plan and granted DSU awards to non-employee directors. - Transition Services Agreement with Aramark for up to 24 months executed. ## SEC filing metadata - accession: 0001628280-23-033362 - form_type: 8-K - ticker: VSTS - cik: 0001967649 - company_name: Vestis Corp - filed_at: 2023-10-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 5.01, 5.02, 5.03, 5.05, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/vestiscorpclosing8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-033362 - JSON: https://secwatch.observer/filing/0001628280-23-033362.json - Plain text: https://secwatch.observer/filing/0001628280-23-033362.txt ## Key facts - Debt Financings 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Thomas G. Ondrof resigned as Director at Vestis Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Mary Anne Whitney was elected as Director at Vestis Corp. - Action: elected - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change 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 source text: Rick Dillon Executive Vice President and Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Doug Pertz was appointed as Vice Chairman of the Board at Vestis Corp. - Action: appointed - Role: Vice Chairman of the Board source text: Phillip Holloman was appointed Chairman of the Board, and Doug Pertz was appointed Vice Chairman of the Board; evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change 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 source text: Grant Shih Executive Vice President and Chief Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Kim Scott was appointed as President and Chief Executive Officer at Vestis Corp. - Action: appointed - Role: President and Chief Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Kim Scott was elected as Director at Vestis Corp. - Action: elected - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Lynn McKee was elected as Director at Vestis Corp. - Action: elected - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Bryan Johnson was appointed as Principal Accounting Officer at Vestis Corp. - Action: appointed - Role: Principal Accounting Officer source text: Bryan Johnson, 47, serves as the Company’s principal accounting officer following the Distribution. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change 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 source text: Christopher Synek Executive Vice President and Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change James J. Tarangelo resigned as Director at Vestis Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change 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 source text: Timothy Donovan Executive Vice President, Chief Legal Officer and General Counsel evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change 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 source text: Angela Kervin Executive Vice President and Chief Human Resources Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Phillip Holloman was appointed as Chairman of the Board at Vestis Corp. - Action: appointed - Role: Chairman of the Board source text: Phillip Holloman was appointed Chairman of the Board, and Doug Pertz was appointed Vice Chairman of the Board; evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Tracy Jokinen was appointed as Director at Vestis Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Richard Burke was elected as Director at Vestis Corp. - Action: elected - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Executive change Ena Williams was elected as Director at Vestis Corp. - Action: elected - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Governance Changes 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 source text: and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Governance Changes 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 source text: the Board adopted certain Corporate Governance Guidelines and a Business Conduct Policy, in each case, effective as of September 30, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1967649/000162828023033362/0001628280-23-033362-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.