SecProbe.io

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 June 3, 2025

Kelly Janzen
Executive Vice President and Chief Financial Officer
Vestis Corporation
1035 Alpharetta Street, Suite 2100
Roswell, Georgia 30075

 Re: Vestis Corporation
 Form 10-K for Fiscal Year Ended September 27, 2024
 File No. 001-41783
Dear Kelly Janzen:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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</DOCUMENT>

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 Document June 2, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Office of Trade & Services 100 F Street, N.E. Washington, D.C. 202549 Attention:     Angela Lumley         Rufus Decker Re:     Vestis Corporation Form 10-K for Fiscal Year Ended September 27, 2024 Item 2.02 Form 8-K filed May 6, 2025 File No. 001-41783 Dear Ms. Lumley and Mr. Decker: Vestis Corporation (the “Company”) reviewed the comment letter, dated May 16, 2025 (the “Comment Letter”), from the staff (the “Staff”) of the Office of Trade & Services of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings of the Company. Please find below the responses of the Company. For the convenience of the Staff, the comments from the Comment Letter have been set forth below in bold italics prior to the Company’s responses. Item 2.02 Form 8-K filed May 6, 2025 General 1. When you present and/or discuss a non-GAAP measure/ratio in your Item 2.02 Forms 8-K (in Exhibit 99.1) and investor presentations (in Exhibit 99.2 or on your website), please also present and/or discuss the comparable GAAP measure/ratio in the same manner. For example, net income, net income margin, debt to net income ratio and cash provided by operating activities to net income ratio should be presented and/or discussed when adjusted EBITDA, adjusted EBITDA margin, net leverage and free cash flow to adjusted EBITDA ratio are presented and/or discussed. Also, disclose in greater detail with quantification the nature of the underlying amounts recorded in each period presented in the (a) severance and other charges, (b) separation related charges and (c) gains, losses, settlements and other reconciling line items of the adjusted EBITDA and adjusted net income reconciliations from net income. Refer to Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, Item 10(e)(1)(i) of Regulation S-K and Rule 100(a) of Regulation G, as applicable. Additionally, refer to Questions 103.01 and 103.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations . Company Response : The Company respectfully acknowledges the Staff’s comment. In future filings with the Commission or earnings releases and presentations furnished under Item 2.02 of Form 8-K, to the extent we present and/or discuss a non-GAAP measure/ratio, we will also present and/or include a discussion regarding the most directly comparable GAAP measure/ratio with equal or greater prominence, including the specific measures and ratios identified in the Staff’s comment, to the extent the applicable non-GAAP measure/ratio is included in such filing, release or presentation. In addition, in future filings with the Commission or earnings releases and presentations furnished under Item 2.02 of Form 8-K, to the extent we present and/or discuss adjusted EBITDA and/or adjusted net income, we will also disclose in the applicable reconciliations from net income in greater detail, with quantification, the nature of the underlying amounts recorded in each period presented, including the specific charges and/or other reconciling line items identified in the Staff’s comment, to the extent the applicable charge or line item is included in such filing, release or presentation. If you have any questions regarding the Company’s responses, please contact me at 470-924-1281. Very truly yours, /s/ Kelly Janzen Kelly Janzen Executive Vice President and Chief Financial Officer cc:    André C. Bouchard, Executive Vice President, Chief Legal Officer, General Counsel & Secretary, Vestis Corporation Justin B. Heineman, Kilpatrick Townsend & Stockton LLP

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<TEXT>
 May 16, 2025

Kelly Janzen
Executive Vice President and Chief Financial Officer
Vestis Corporation
1035 Alpharetta Street, Suite 2100
Roswell, Georgia 30075

 Re: Vestis Corporation
 Form 10-K for Fiscal Year Ended September 27, 2024
 Item 2.02 Form 8-K filed May 6, 2025
 File No. 001-41783
Dear Kelly Janzen:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Item 2.02 Form 8-K filed May 6, 2025
General

1. When you present and/or discuss a non-GAAP measure/ratio in your Item
2.02 Forms
 8-K (in Exhibit 99.1) and investor presentations (in Exhibit 99.2 or on
your website),
 please also present and/or discuss the comparable GAAP measure/ratio in
the same
 manner. For example, net income, net income margin, debt to net income
ratio and
 cash provided by operating activities to net income ratio should be
presented and/or
 discussed when adjusted EBITDA, adjusted EBITDA margin, net leverage and
free
 cash flow to adjusted EBITDA ratio are presented and/or discussed. Also,
disclose in
 greater detail with quantification the nature of the underlying amounts
recorded in
 each period presented in the (a) severance and other charges, (b)
separation related
 charges and (c) gains, losses, settlements and other reconciling line
items of the
 adjusted EBITDA and adjusted net income reconciliations from net income.
Refer to
 Question 102.10(a) of the Non-GAAP Financial Measures Compliance and
Disclosure
 Interpretations, Item 10(e)(1)(i) of Regulation S-K and Rule 100(a) of
Regulation G,
 as applicable. Additionally, refer to Questions 103.01 and 103.02 of the
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
 May 16, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Angela Lumley at 202-551-3398 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
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Document

VESTIS CORPORATION

2400 Market Street

Philadelphia, Pennsylvania 19103

September 6, 2023

VIA EDGAR

Rucha Pandit

Mara Ransom

Division of Corporate Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: Vestis Corporation

  Registration Statement on Form 10-12B

  File No. 001-41783

Dear Ms. Pandit and Ms. Ransom:

Reference is made to the Registration Statement on Form 10 (File No. 001-41783) (as amended, the “Registration Statement”), filed by Vestis Corporation (the “Company”) with the U.S. Securities and Exchange Commission.

The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on September 8, 2023, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Alison Z. Preiss  at (212) 403-1107 or David A. Katz at (212) 403-1309, each of Wachtell, Lipton, Rosen & Katz.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Ms. Preiss or Mr. Katz and that such effectiveness also be confirmed in writing.

Sincerely,

Vestis Corporation

/s/ Thomas G. Ondrof

Name: Thomas G. Ondrof

Title: Chief Executive Officer and President

cc:  Harold Dichter, Aramark

  Tim Donovan, Aramark

  Kim Scott, Aramark

  David A. Katz, Wachtell, Lipton, Rosen & Katz

  Alison Z. Preiss, Wachtell, Lipton, Rosen & Katz

CORRESP
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Document

MARTIN LIPTON

HERBERT M. WACHTELL

THEODORE N. MIRVIS

EDWARD D. HERLIHY

DANIEL A. NEFF

ANDREW R. BROWNSTEIN

STEVEN A. ROSENBLUM

JOHN F. SAVARESE

SCOTT K. CHARLES

JODI J. SCHWARTZ

ADAM O. EMMERICH

RALPH M. LEVENE

RICHARD G. MASON

ROBIN PANOVKA

DAVID A. KATZ

ILENE KNABLE GOTTS

JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA

ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

JOSHUA R. CAMMAKER

MARK GORDON

JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN

JONATHAN M. MOSES

T. EIKO STANGE

WILLIAM SAVITT

GREGORY E. OSTLING

DAVID B. ANDERS

ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

NELSON O. FITTS

JOSHUA M. HOLMES

DAVID E. SHAPIRO

DAMIAN G. DIDDEN

IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN

 51 WEST  52ND  STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403-1000

FACSIMILE:    (212) 403-2000

__________

 DAVID K. LAM

BENJAMIN M. ROTH

JOSHUA A. FELTMAN

ELAINE P. GOLIN

EMIL A. KLEINHAUS

KARESSA L. CAIN

RONALD C. CHEN

GORDON S. MOODIE

BRADLEY R. WILSON

GRAHAM W. MELI

GREGORY E. PESSIN

CARRIE M. REILLY

MARK F. VEBLEN

SARAH K. EDDY

VICTOR GOLDFELD

BRANDON C. PRICE

KEVIN S. SCHWARTZ

MICHAEL S. BENN

SABASTIAN V. NILES

ALISON ZIESKE PREISS

TIJANA J. DVORNIC

JENNA E. LEVINE

RYAN A. McLEOD

 ANITHA REDDY

JOHN L. ROBINSON

JOHN R. SOBOLEWSKI

STEVEN WINTER

EMILY D. JOHNSON

JACOB A. KLING

RAAJ S. NARAYAN

VIKTOR SAPEZHNIKOV

MICHAEL J. SCHOBEL

ELINA TETELBAUM

ERICA E. BONNETT

LAUREN M. KOFKE

ZACHARY S. PODOLSKY

RACHEL B. REISBERG

MARK A. STAGLIANO

CYNTHIA FERNANDEZ LUMERMANN

CHRISTINA C. MA

NOAH B. YAVITZ

BENJAMIN S. ARFA

NATHANIEL D. CULLERTON

ERIC M. FEINSTEIN

ADAM L. GOODMAN

GEORGE A. KATZ (1965–1989)

JAMES H. FOGELSON (1967–1991)

LEONARD M. ROSEN (1965–2014)

__________

OF COUNSEL

MICHAEL H. BYOWITZ

KENNETH B. FORREST

SELWYN B. GOLDBERG

PETER C. HEIN

JB KELLY

MEYER G. KOPLOW

JOSEPH D. LARSON

LAWRENCE S. MAKOW

DOUGLAS K. MAYER

PHILIP MINDLIN

DAVID S. NEILL

HAROLD S. NOVIKOFF

LAWRENCE B. PEDOWITZ

ERIC S. ROBINSON

 ERIC M. ROSOF

ERIC M. ROTH

PAUL K. ROWE

DAVID A. SCHWARTZ

MICHAEL J. SEGAL

DAVID M. SILK

ROSEMARY SPAZIANI

ELLIOTT V. STEIN

WARREN R. STERN

LEO E. STRINE, JR.*

PAUL VIZCARRONDO, JR.

PATRICIA A. VLAHAKIS

AMY R. WOLF

MARC WOLINSKY

* ADMITTED IN DELAWARE

__________

COUNSEL

DAVID M. ADLERSTEIN

SUMITA AHUJA

LOUIS J. BARASH

FRANCO CASTELLI

ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

ADAM M. GOGOLAK

NANCY B. GREENBAUM

 ANGELA K. HERRING

MARK A. KOENIG

CARMEN X.W. LU

J. AUSTIN LYONS

ALICIA C. McCARTHY

NEIL M. SNYDER

S. CHRISTOPHER SZCZERBAN

JEFFREY A. WATIKER

August 15, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Rucha Pandit and Mara Ransom

  Division of Corporation Finance

  Office of Trade & Services

Re:  Epic NewCo, Inc.

  Amendment No. 3 to Draft Registration Statement on Form 10-12B

  Submitted July 28, 2023

  CIK No. 0001967649

Ladies and Gentlemen:

On behalf of our client, Epic NewCo, Inc. (the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in its letter, dated August 9, 2023, with respect to the above-referenced Amendment No. 3 to Draft Registration Statement on Form 10-12B (the “Third Amendment”).  The Company is

U.S. Securities and Exchange Commission

August 15, 2023

Page 2

concurrently publicly filing its Registration Statement on Form 10-12B (the “Form 10”) via EDGAR.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.  Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10.  All references to page numbers in these responses are to the pages of the Form 10.

Amendment No. 3 to Draft Registration Statement on Form 10-12B

Unaudited Pro Forma Condensed Combined Financial Information

Note (h), page 59

1.We note your response to comment 2. With the exception of adjustments covered by the Transitions Services Agreement, clarify how you determined the other adjustments to be Autonomous Entity Adjustments and not Management’s Adjustments. In this regard, they appear to be dis-synergies of the transaction. Refer to Item 11-02(a)(6) and (7) of Regulation S-X. In addition, quantify for us the amount of adjustments covered by the Transition Services Agreement for each period presented.

Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that other than the incremental expenses related to the Transition Services Agreement and for the Company’s Board of Directors annual compensation program, it has removed the amounts previously presented as autonomous entity adjustments and has provided a presentation of management adjustments that management of the Company believes are necessary to enhance an understanding of the pro forma effects of the transaction. When determining management adjustments, consideration was given to both synergies and dis-synergies when assessing the cost structure required to stand up and operate the Company. The Company concluded the synergies gained from the Company being a stand-alone public entity were not material for disclosure. Disclosure was made of the anticipated dis-synergies expected to be incurred as a standalone public company. This disclosure has been provided on pages 59 to 61 of the unaudited pro forma condensed combined financial information and provides additional detail regarding the nature and types of management adjustments. Separately, the Company has quantified and disclosed the incremental expenses to be incurred by NewCo under the Transition Services Agreement, which are $1.7 million and $1.5 million for the nine months ended June 30, 2023 and for the year ended September 30, 2022, respectively. This disclosure has been provided on page 59 of the unaudited pro forma condensed combined financial information. Please note that the Form 10 includes the incremental expenses for the Company’s Board of Directors annual compensation program as an autonomous entity adjustment since the amounts are under a contractual arrangement as described on page 121 of the Director Compensation section.

*     *     *     *     *     *

U.S. Securities and Exchange Commission

August 15, 2023

Page 3

If you have any questions, please do not hesitate to contact the undersigned at (212) 403-1107 or AZPreiss@wlrk.com or my colleague David A. Katz at (212) 403-1309 or DAKatz@wlrk.com.

Very truly yours,

/s/ Alison Z. Preiss

Alison Z. Preiss

cc: Harold Dichter, Aramark

 Tim Donovan, Aramark

 Kim Scott, Aramark

 David A. Katz, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
August 9, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Submitted July 28, 2023
CIK No. 0001967649
Dear Harold Dichter:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Information
Note (h), page 59
1.We note your response to comment 2.  With the exception of adjustments covered by the
Transitions Services Agreement, clarify how you determined the other adjustments to
be Autonomous Entity Adjustments and not Management’s Adjustments.  In this regard,
they appear to be dis-synergies of the transaction.  Refer to Item 11-02(a)(6) and (7) of
Regulation S-X.  In addition, quantify for us the amount of adjustments covered by the
Transition Services Agreement for each period presented.

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 August 9, 2023 Page 2
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
August 9, 2023
Page 2
            Please contact Adam Phippen at (202) 551-3336 or Joel Parker at (202) 551-3651 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison Z. Preiss

United States securities and exchange commission logo
July 17, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Submitted July 7, 2023
CIK No. 0001967649
Dear Harold Dichter:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Will NewCo incur any indebtedness prior to or at the time of the distribution?, page 7
1.We note your disclosure that you anticipate having "approximately $1,500 million of
indebtedness upon completion of the distribution[,]" which you expect to consist of
borrowings under "one or more senior secured term loan facilities."  We also note that you
expect to enter into a " $300 million revolving credit facility."  Please revise your
disclosure here, in the Risk Factors section, in the Separation and Distribution section, the
Description of Material Indebtedness section and elsewhere as appropriate to note
the material terms of each of the agreements discussed above, including but not limited to,
the parties to the agreements, the interest rates, the duration of each agreement and
the termination provisions.  Please also file the agreements as exhibits to your

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 July 17, 2023 Page 2
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
July 17, 2023
Page 2
registration statement or tell us why you are not required to do so.  Refer to Item
601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Note (h), page 57
2.Autonomous entity adjustments reflect changes in your costs resulting from agreements in
place.  Changes in costs that are not evidenced by agreements in place would ordinarily
not be autonomous entity adjustments.  Please tell us your basis for including the first,
second and fourth bullet points as autonomous entity adjustments.
            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

United States securities and exchange commission logo
June 20, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Submitted May 26, 2023
CIK No. 0001967649
Dear Harold Dichter:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Key Trends Affecting Our Results of Operations, page 73
1.Please enhance your disclosure to elaborate upon the actions taken or planned to mitigate
inflationary pressures in response to price increases you experienced in fiscal year 2022
and the six months ended March 31, 2023.  Describe how much of any increase in costs
you have been able to pass along to customers, which resulted in increased revenues.
Explain whether you believe you will be able to continue pass along such costs and why.
If you believe the risk of inflationary pressures has been or will be material to your results
of operations, provide related risk factor disclosure.

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 June 20, 2023 Page 2
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
June 20, 2023
Page 2
            Please contact Rucha Pandit at (202) 551-6022 or Mara Ransom at (202) 551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison Z. Preiss

United States securities and exchange commission logo
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