Joseph Neubauer, Chairman and CEO of ARAMARK Corporation, and Investment Partners GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus Propose to Take ARAMARK Private at $32.00 per share
May 1, 2006, Philadelphia 1 - Joseph Neubauer, the Chairman and Chief Executive Officer of ARAMARK Corporation (NYSE: RMK), today announced that he has, together with his investment partners GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus, submitted a proposal to acquire all of the outstanding Class A and Class B common stock of ARAMARK at a price of $32.00 per share in cash. Mr. Neubauer would continue as Chairman and CEO following the transaction, and it is expected that ARAMARK's current senior managers would be offered the opportunity to invest in the transaction and will continue as the company's leadership following the transaction.
"I am extremely pleased to be working with Goldman Sachs Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus," Mr. Neubauer said. "I have a long personal history with these firms, and each of them has a proven record of working closely with management to build value and drive operational success in the companies with which they have been associated."
A copy of the proposal letter submitted to ARAMARK is attached to this press release . The proposal letter was accompanied by a letter from Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc. stating that those institutions are highly confident of raising the approximately $6.25 billion of debt financing necessary to complete the transaction.
About GS Capital Partners
Founded in 1869, Goldman Sachs is one of the oldest and largest investment banking firms. Goldman Sachs is also a global leader in private corporate equity and mezzanine investing. Established in 1992, the GS Capital Partners Funds are part of the firm's Principal Investment Area in the Merchant Banking Division. Goldman Sachs' Principal Investment Area has formed 12 investment vehicles aggregating $35 billion of capital to date. Significant investments include: VoiceStream Wireless, Allied World Assurance, Burger King, SunGard, YES Network, Western Wireless, Nalco Company, Kabel Deutschland and Coffeyville Resources. With $8.5 billion in committed capital, GS Capital Partners V is the current primary investment vehicle for Goldman Sachs to make privately negotiated equity investments.
About J.P. Morgan Partners
J.P. Morgan Partners, LLC (JPMP) is a leading private equity firm with approximately $10 billion in capital under management as of December 31, 2005. Since its inception in 1984, JPMP has invested over $15 billion worldwide in consumer, media, energy, industrial, financial services, healthcare, hardware and software companies. With more than 75 investment professionals in five principal offices throughout the world, JPMP is an experienced investor in companies with worldwide operations. Selected investments include: AMC Entertainment, Cabela's, 1-800 Flowers, The International Cornerstone Group, Guitar Center, Pinnacle Foods, PQ Corporation, Brand Services and SafetyKleen Europe.
JPMP is a private equity division of JPMorgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States, and is a registered investment adviser with the Securities and Exchange Commission.
About Thomas H. Lee Partners
Thomas H. Lee Partners, L.P. is one of the oldest and most successful private equity investment firms in the United States. Since its founding in 1974, THL Partners has invested over $10 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $70 billion, completed over 200 add-on acquisitions for portfolio companies, and generated superior returns for its investors and partners. THL Partners identifies and acquires substantial ownership positions in large growth-oriented companies through acquisitions, recapitalizations and direct investments. The firm currently manages approximately $16 billion of committed capital. Notable transactions sponsored by the firm include Dunkin Brands, Michael Foods, Warner Music Group, General Nutrition Companies, Houghton Mifflin Company, Fisher Scientific International, Experian Information Solutions, TransWestern Holdings, Cott Corporation and Snapple Beverage.
About Warburg Pincus
Warburg Pincus has been a leading private equity investor since 1971. The firm currently has approximately $20 billion of assets under management and invests in a range of industries including consumer and retail, industrial, business services, healthcare, information and communication technology, financial services, media and energy. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. The firm has an active portfolio of more than 100 companies. Significant current and past investments include: Neiman Marcus, Knoll (NYSE: KNL), TransDigm (NYSE: TDG), Mattel (NYSE: MAT), Mellon Financial (NYSE: MEL), Neustar (NYSE: NSR), BEA Systems (NASDAQ: BEAS) and Coventry Health Care (NYSE: CVH). Since inception, Warburg Pincus has sponsored 11 private equity funds which have invested approximately $23 billion in 540 companies in 30 countries.
(Text of Proposal Letter Follows)
May 1, 2006
Board of Directors
1101 Market Street
Philadelphia, Pennsylvania 19107
Ladies and Gentlemen:
I am, together with funds managed by GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (the "Sponsors"), pleased to propose to acquire by merger, for a purchase price of $32.00 in cash per share, all of the outstanding shares of Class A Common Stock and Class B Common Stock of ARAMARK Corporation (the "Company"). Our proposal would provide a substantial premium for all of the Company's public stockholders.
I would participate by making a significant investment in the transaction and I expect that we would provide members of the Company's senior management team with the opportunity to participate in the transaction as well. I would continue as chairman and CEO following the transaction, and would expect that our senior leadership team would continue to lead the Company into the future with me.
The transaction would be financed through a combination of (1) equity from investment funds managed by the four Sponsors and equity investments by myself and members of our senior management team, and (2) approximately $6.25 billion of debt financing to be arranged by Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities, Inc. We have received a "highly confident" letter from these institutions stating that they are highly confident of raising the approximately $6.25 billion of debt financing necessary to complete the transaction. A copy of this letter is enclosed for your interest.
We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the "Special Committee") to consider our proposal. To facilitate that review, we intend to provide shortly (1) equity and debt commitment letters for all amounts necessary to effect the transaction and (2) a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents.
Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to the proposal or any transaction unless and until a definitive merger agreement satisfactory to us and recommended by the Special Committee and approved by the Board of Directors is executed and delivered.
We look forward to discussing our proposal with you further in the near future.
Very truly yours,
/s/ Joseph Neubauer
GS CAPITAL PARTNERS
By: /s/ Sanjeev Mehra
Name: Sanjeev Mehra
Title: Managing Director
J.P. MORGAN PARTNERS, LLC
By: /s/ Stephen P. Murray
Name: Stephen P. Murray
Title: Managing Director
THOMAS H. LEE PARTNERS, L.P.
By: /s/ Todd M. Abbrecht
Name: Todd M. Abbrecht
Title: Managing Director
WARBURG PINCUS LLC
By: /s/ Kewsong Lee
Name: Kewsong Lee
Title: Managing Director