EXHIBIT
7.01
May
1,
2006
ARAMARK
Corporation
Board
of
Directors
ARAMARK
Tower
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
Joseph
Neubauer
GS
Capital Partners
Name:
Sanjeev K. 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.
Name:
Todd M. Abbrecht
Title:
Managing Director
Warburg
Pincus LLC
Name:
Kewsong Lee
Title:
Managing Director