Corvex Management LP Amends Vestis Corp. Filing

TL;DR

Corvex just updated its Vestis stake filing. Big player making moves.

AI Summary

Corvex Management LP, led by Keith Meister, has amended its Schedule 13D filing for Vestis Corp. on June 20, 2024. The filing indicates a change in beneficial ownership, with Corvex Management LP now holding a significant stake in Vestis Corp. The specific percentage and number of shares are detailed within the amendment.

Why It Matters

This amendment signals a potential shift in control or influence for Vestis Corp., as a major investment firm has updated its stake. Investors will be watching for further actions from Corvex.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or changes in strategy, introducing uncertainty.

Key Players & Entities

• Corvex Management LP (company) — Filing entity
• Vestis Corp (company) — Subject company
• Keith Meister (person) — Key individual associated with Corvex Management LP
• Patrick J. Dooley, Esq. (person) — Contact person for Corvex Management LP
• Jason Daniel (person) — Contact person at Gump Strauss Hauer & Feld LLP

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $212,047,240 — hares reported herein was approximately $212,047,240. Various of the Reporting Persons may

Filing Documents

• form_sc13da-vestis.htm (SC 13D/A) — 82KB
• 0001011438-24-000375.txt ( ) — 84KB

is hereby amended and restated in its entirety to read as follows

Item 3 is hereby amended and restated in its entirety to read as follows: The Reporting Persons used the working capital of the Corvex Funds to purchase the 17,007,877 Shares reported herein. The total purchase price for the Shares reported herein was approximately $212,047,240. Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Item 4. Purpose of Transaction

is hereby amended and supplemented by the addition of the following

Item 4 is hereby amended and supplemented by the addition of the following: On June 18, 2024, the Issuer's Board of Directors (the "Board") appointed Keith Meister as a director on the Board and issued to Mr. Meister 7,435 restricted stock units of the Issuer in respect of his Board service, which vest 100% into Shares on a 1-to-1 basis on the earlier of (i) the day before the next scheduled annual general meeting of the Issuer's stockholders after the grant date of the award or (ii) February 16, 2025. Mr. Meister was appointed to the Board as a Class I director, with a term expiring at the first annual meeting of stockholders to be held by the Issuer following the spin-off from Aramark. In connection with Mr. Meister's appointment to the Board, on June 18, 2024, the Issuer, Corvex and Mr. Meister entered into a letter agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, during the period from the date of the Letter Agreement to the date that Mr. Meister is no longer serving on the Board, Corvex and Mr. Meister agreed (i) to certain customary limitations on certain activities, (ii) not to acquire or seek to acquire any Shares or other voting securities of the Issuer or securities convertible into, or exercisable or exchangeable for Shares or other voting securities if, immediately after such acquisition, Corvex, together with Mr. Meister (the "Corvex Group") and any Investor Affiliate (as defined in the Letter Agreement) would in the aggregate beneficially own more than 15%, or have economic exposure to more than 17%, of the outstanding Shares, and (iii) if members of the Corvex Group do not collectively hold at least 8,503,939 Shares (the "Corvex Group Minimum Ownership Requirement"), then within two business days from the time when the Corvex Group Minimum Ownership Requirement is not met, Mr. Meister shall tender his resignation as a director to the Board, and the Board's Nominating, Governance and Corporate Responsibility Committee will make

is hereby amended and restated in its entirety to read as follows

Item 5 is hereby amended and restated in its entirety to read as follows: (a)-(b) Corvex may be deemed to be the beneficial owner of 17,007,877 Shares, which represent approximately 12.9% of the Issuer's outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Reporting Persons may be deemed to have sole power to vote and sole power to dispose of 17,007,877 Shares. The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 131,450,628 Shares outstanding as of April 26, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. (c) The information in Item 4 is incorporated herein by reference. Except as set forth in Exhibit 2 attached hereto or disclosed herein or previously disclosed in the Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons. (d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended and supplemented by the addition of the following

Item 6 is hereby amended and supplemented by the addition of the following: The information in Item 4 is incorporated herein by reference. The Letter Agreement is incorporated by reference as Exhibit 1 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits Exhibit 1 Letter Agreement, dated June 18, 2024, by and between Vestis Corporation, Corvex Management LP and Keith Meister (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 20, 2024). Exhibit 2 Transactions in the Shares effected in the past 60 days SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 20, 2024 CORVEX MANAGEMENT LP By: /s/ Keith Meister Keith Meister Managing Partner Date: June 20, 2024 KEITH MEISTER By: /s/ Keith Meister Keith Meister EXHIBIT 2 TRANSACTIONS The following table sets forth all transactions not previously reported effected in the last sixty days by the Reporting Persons (on behalf of the Corvex Funds) in respect of the Shares, inclusive of any transactions effected through 9:30 a.m., New York City time, on June 20, 2024. All such transactions were purchases of securities effected in the open market, and the table includes commissions paid in per share prices. NATURE OF TRANSACTION DATE OF TRANSACTION AMOUNT OF SECURITIES PRICE PER SHARE $ 1 Purchase of Common Stock 5/20/2024 116,044 12.59 Purchase of Common Stock 5/21/2024 100,000 12.50 Purchase of Common Stock 5/23/2024 100,000 12.17 Purchase of Common Stock 5/24/2024 100,000 12.02 (1) The prices in each of the following rows are weighted average prices. These shares were purchased in multiple transactions. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange

View Full Filing

View this SC 13D/A filing on SEC EDGAR