Acquisitions

9 Months Ended

Jul. 02, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS:On June 4, 2021, the Company completed the acquisition of Next Level Hospitality ("Next Level"), a premier provider of culinary and environmental services in the senior living industry, specializing in skilled nursing and rehabilitation facilities, pursuant to the Unit Purchase Agreement ("Next Level Purchase Agreement") dated as of April 28, 2021, by and among Aramark Healthcare Support Services, LLC, a wholly owned subsidiary of the Company, Aramark Services, Inc. ("ASI"), a wholly owned subsidiary of the Company, Next Level Hospitality Services, LLC, Next Level Stockholders and Seth Gribetz, in his capacity as Stockholder Representative. Upon completion of the acquisition, Next Level became a wholly owned subsidiary

of the Company and its results are included in the Company's FSS United States segment. The cash consideration paid for Next Level was $226.2 million, including a working capital adjustment. In addition, contingent consideration of $78.4 million was recorded as part of the acquisition, which the Company may be required to pay if Next Level achieves certain adjusted EBITDA levels during calendar year 2021 and 2022. The acquisition was financed utilizing cash and cash equivalents on hand.

Consideration

The Company has accounted for the Next Level acquisition as a business combination under the acquisition method of accounting. The Company has preliminarily allocated the purchase price for the transaction based upon the estimated fair value of net assets acquired and liabilities assumed at the date of acquisition. Accordingly, the preliminary purchase price allocation is subject to change. The Company expects to finalize the allocation of the purchase price upon finalization of the valuation for the intangible assets and final resolution of post-closing adjustments related to working capital based on the best estimates of management. Any adjustments to the preliminary fair values will be made as soon as practicable but no later than one year from the acquisition date. For tax purposes, this acquisition is a taxable transaction.

Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value

The following tables summarize the assets and liabilities assigned as of the acquisition date (in thousands):


Current assets	$	18,088
Noncurrent assets	307,339
Total assets	$	325,427

Current liabilities	$	50,956
Noncurrent liabilities	48,323
Total liabilities	$	99,279

Intangible Assets

The following table identifies the Company’s allocation of purchase price to the intangible assets acquired by category:


	Estimated Fair Value (in millions)		Weighted-Average Estimated Useful Life (in years)
Customer relationship assets	$	133.0	15
Trade name	49.5		15
Total intangible assets	$	182.5

The fair value of the customer relationship assets was determined using the “multi-period excess earnings method” which considers the present value of net cash flows expected to be generated by the customer relationships, excluding any cash flows related to contributory assets. The fair value of the trade name acquired was determined using the “relief-from-royalty method” which considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned.

Goodwill

The Company recorded $123.6 million of goodwill in connection with its purchase price allocation relating to the Next Level acquisition, all of which was recognized in the FSS United States reporting segment. Goodwill is calculated as the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as assembled workforce. Factors that contributed to the Company's preliminary recognition of goodwill include the Company's intent to complement its existing healthcare business and expand its customer base. Goodwill related to the Next Level acquisition may be revised upon final determination of the purchase price allocation and is expected to be deductible for income tax purposes.

Revenue and Earnings for Next Level

Revenue and net income in the Company's Condensed Consolidated Statements of Income (Loss) from Next Level were not material for the three and nine months ended July 2, 2021. The effects of the acquisition on proforma revenue and net income of the combined entity were not material.