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April 14, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Draft Registration Statement on Form 10-12B
Submitted March 17, 2023
CIK No. 0001967649
Dear Harold Dichter:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10-12B
Exhibit 99.1 Information Statement
Cover Page, page i
1.We note your disclosure here that you intend to apply to have NewCo's common stock
listed on a to-be-determined exchange.  We also note your disclosure on pages 3-4 that
Aramark may waive any of the conditions for closing, one of which is that "the shares of
NewCo common stock to be distributed shall have been accepted for listing on [          ],
subject to official notice of distribution."  Please revise your cover page to clarify whether
the spinoff is contingent upon an exchange's approval of your listing application.

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 April 14, 2023 Page 2
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
April 14, 2023
Page 2
Our Competitive Advantages, page 9
2.We note your representation here and on page 63 that the face-to-face interaction resulting
from your service model "fosters trust and builds close relationships with our customers,"
and these relationships in turn, support " attractive customer retention rates."  Please
revise your disclosure to provide support for your statement that your service model
fosters trust and builds close relationships, or revise to characterize it as your belief.
Additionally, please disclose the source(s) attributed to your statement that your service
model also supports "attractive customer retention rates."
Information Statement Summary
Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information,
page 14
3.Reference is made to the balance sheet information on page 17.  Please revise to include
total liabilities.
The ultimate scale and scope of recurring outbreaks stemming from the COVID-19 pandemic . .
., page 24
4.We note your disclosure here regarding the material impact of the COVID-19 pandemic
on the results of operations and your financial condition.  Please revise, to the extent
practicable, to quantify the material impacts COVID-19 has had on the company's
operations and financial condition.  Alternatively, provide a cross-reference to a more
detailed discussion of COVID-19's material impact on your business.
If there is a determination that the distribution or certain related transactions are taxable for U.S.
federal income tax purposes . . ., page 34
5.Please revise here and on page 102 to clarify that the conditions that you receive a private
letter ruling from the IRS and an opinion from outside counsel are waivable conditions.
Until the distribution occurs, the Aramark Board of Directors has sole and absolute discretion to
change . . ., page 35
6.Please further revise to discuss the potential consequences to Aramark stockholders if the
Aramark Board of Directors waives or materially amends the conditions of separation, or
decides not to proceed with the separation.
Following the separation and distribution, certain of NewCo directors and employees may have
actual or potential conflicts of interest . . ., page 36
7.You disclose that, after the separation and distribution, certain of your directors and
executive officers may have actual or potential conflicts of interest.  Please briefly
describe these actual or potential conflicts of interest in an appropriate place in your
registration statement.

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 April 14, 2023 Page 3
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
April 14, 2023
Page 3
Dividend Policy, page 48
8.We note your indication that NewCo has not yet determined whether it expects to pay a
regular dividend after the separation and distribution.  Clarify when the Board will make
such determination and, with a view to understanding the historical dividends paid by
Aramark, revise to provide the information required by Item 201(c)(2) of Regulation S-
K.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page 56
9.We note that you intend to include recurring and ongoing costs to operate new functions
required for a public company in management's adjustment.  Please tell us how you
considered Rule 11-02(a)(7)(i) of Regulation S-X in your determination that such costs
have basis as management adjustments.  To the extent that you determined such costs
have basis, please include disclosure of the basis for and material limitations of each
adjustment, including any material assumptions or uncertainties, an explanation of the
method of the calculation, if material, and the estimated time frame for achieving the
synergies and dis-synergies as required by Rule 11-02(a)(7)(ii)(D).
Business
Financial Profile, page 58
10.Reference is made to your tabular presentation of Adjusted Revenue, Adjusted Operating
Income, Adjusted Operating Income Margin, Adjusted EBITDA and Adjusted EBITDA
Margin on page 59.  Please revise to present the most directly comparable GAAP
measures with equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-
K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Competition, page 60
11.Please revise to provide disclosure regarding NewCo's competitive conditions that are
material to an understanding of its business for each sector illustrated.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations Consolidated, page 72
12.Where you describe two or more factors that contributed to a material change in a
financial statement line item between periods, please quantify, to the extent practicable,
the incremental impact of each factor identified.  For example, please quantify the
impact that the growth within your existing rental customer base, increase in new business
and pricing actions had on revenue.  In addition, quantify the impact that higher sales
volume and higher energy and labor costs had on cost of services.  Refer to Item 303(a) of
Regulation S-K.

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 April 14, 2023 Page 4
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
April 14, 2023
Page 4
Other Arrangements, page 100
13.We note that the descriptions of the various agreements between NewCo, Aramark and its
subsidiaries do not specifically detail revenue sharing percentages, commissions, fees,
costs, lump sum payments, etc.  Please revise the description of each listed agreement to
specifically detail the anticipated relationship between these related-parties following the
Distribution.  All revenue sharing, percentages, commissions, fees, costs, payments, dollar
amounts involved between the related-parties should be specifically described and
quantified, as applicable.  Refer to Item 404 of Regulation S-K.
Aramark Uniform Services Audited Combined Financial Statements
Note 10. Share-Based Compensation, page F-33
14.Please disclose the total fair value of Time-Based Restricted Stock Units vested during the
year.  Refer to ASC 718-10-50-2d.2
            You may contact Blaise Rhodes at (202) 551-3774 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Rucha Pandit at (202) 551-6022 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison Z. Preiss