ARAMARK Holdings Corporation

Table of Contents As filed with the Securities and Exchange Commission on September 9, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARAMARK Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 5812 20-8236097 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) ARAMARK Tower 1101 Market Street Philadelphia, Pennsylvania 19107 (215) 238-3000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Stephen R. Reynolds, Esq. Executive Vice President, General Counsel and Secretary ARAMARK Tower 1101 Market Street Philadelphia, Pennsylvania 19107 (215) 238-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Joseph H. Kaufman, Esq. Daniel J. Zubkoff, Esq. Simpson Thacher & Bartlett LLP Douglas S. Horowitz, Esq. 425 Lexington Avenue Timothy B. Howell, Esq. New York, New York 10017-3954 Cahill Gordon & Reindel LLP (212) 455-2000 80 Pine Street New York, New York 10005 (212) 701-3000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Amount of Securities to be Registered Offering Price(1)(2) Registration Fee Common Stock, par value $0.01 per share $100,000,000.00 $13,640.00 (1) Includes shares to be sold upon exercise of the underwriters’ option. See “Underwriting.” (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated September 9, 2013 Shares Common Stock This is the initial public offering of shares of common stock of ARAMARK Holdings Corporation. We are selling of the shares to be sold in this offering. The selling stockholders named in this prospectus are selling an additional shares. We will not receive any proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offering price of shares of our common stock is expected to be between $ and $ per share. We intend to apply for listing of shares of our common stock on the New York Stock Exchange under the symbol “ .” After completion of this offering, certain stockholders will continue to beneficially own a majority of the voting power of all outstanding shares of our common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Principal and Selling Stockholders.” Per Share Total Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to ARAMARK Holdings Corporation $ $ Proceeds, before expenses, to selling stockholders $ $ We and the selling stockholders have granted the underwriters an option to purchase up to additional shares of common stock at the initial public offering price, less the underwriting discount. Investing in shares of our common stock involves risks. See “ Risk Factors” beginning on page 16. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about , 2013. Goldman, Sachs & Co. J.P. Morgan Credit Suisse Morgan Stanley Barclays BofA Merrill Lynch RBC Capital Markets Wells Fargo Securities Baird PNC Capital Markets LLC Rabo Securities Ramirez & Co., Inc. Santander SMBC Nikko The Williams Capital Group, L.P. The date of this prospectus is , 2013 Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 16 Use of Proceeds 31 Dividend Policy 32 Capitalization 33 Dilution 34 Selected Consolidated Financial Data 36 Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Business 69 Management 86 Principal and Selling Stockholders 134 Certain Relationships and Related Party Transactions 138 Description of Certain Indebtedness 140 Description of Capital Stock 147 Shares Eligible for Future Sale 155 Certain United States Federal Income and Estate Tax Considerations for Non-U.S. Holders 158 Underwriting (Conflicts of Interest) 161 Legal Matters 166 Experts 166 Where You Can Find More Information 166 Index to Consolidated Financial Statements F-1 Through and including , 2013 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus or in any free writing prospectuses we have prepared. We have not authorized anyone to provide you with different information and we and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, the selling stockholders are not, and the underwriters are not, making an offer to sell or seeking offers to buy these securities in any state or jurisdiction where an offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Table of Contents STATEMENTS REGARDING FORWARD-LOOKING INFORMATION This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy under “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” You can identify forward-looking statements because they contain words such as “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. All statements we make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward- looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and

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