Item 1.02. Termination of Material Definitive Agreements.
On the Closing Date, in connection with the completion of the Transaction,
Terminix paid all amounts owed, and terminated all commitments outstanding
under, that certain Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, Terminix completed the Transaction. At the First Effective
Time, each share of common stock of Terminix ("Terminix common stock"), par
value
· a number of American depositary shares of Rentokil Initial ("Rentokil Initial
ADSs") (each representing a beneficial interest in five ordinary shares of Rentokil Initial) equal to (A) 1.0619 (the "Exchange Ratio") plus (B) the quotient of$11.00 (the "Per Share Cash Amount") and the volume weighted average price (measured inU.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) forOctober 10, 2022 , the trading day that was two trading days prior to the Closing Date (such price, the "Rentokil Initial ADS Price," and such number of Rentokil Initial ADSs, the "Stock Consideration"); or
· an amount in cash, without interest and in
Share Cash Amount plus(B) the product of the Exchange Ratio and the Rentokil Initial ADS Price (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
The Election deadline for the Merger Consideration was
· holders of 82,919,979 shares of Terminix common stock elected to receive Stock
Consideration or did not make an Election and thus were deemed to have made an Election to receive Stock Consideration, and each such holder is entitled to receive in respect of such shares, in accordance with the allocation and proration mechanisms in the Merger Agreement, 1.4899 Rentokil Initial ADSs per share of Terminix common stock; and 2
· holders of 38,693,211 shares of Terminix common stock elected to receive Cash
Consideration, and each such holder is entitled to receive in respect of such shares, in accordance with the allocation and proration mechanisms in the Merger Agreement, (i) 0.1447 Rentokil Initial ADSs per share of Terminix common stock and (ii)$34.57 in cash per share of Terminix common stock.
Each Terminix stockholder will receive cash in
In addition, under the Merger Agreement, at the First Effective Time:
· each outstanding Terminix equity award that was then vested was converted into
the right to receive an amount in cash equal to the Cash Consideration (for Terminix stock options, less the applicable exercise price);
· each outstanding Terminix equity award that was not then vested was assumed by
Rentokil Initial and (a) (i) for Terminix stock options and Terminix
time-vesting restricted stock units, each such award was converted into a
number of options and time-vesting restricted stock units, respectively,
covering 1,434,866 Rentokil Initial ADSs in the aggregate, (ii) for Terminix
performance-based restricted stock units ("Terminix PSUs") granted prior to the
date of the Merger Agreement, each such award was converted into a number of
restricted stock units subject to time-vesting only covering 219,506 Rentokil
Initial ADSs in the aggregate, calculated based on the greater of the actual . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the completion of the Transaction,
Terminix notified the
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.
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Item 3.03. Material Modifications to Rights of Security Holders.
At the First Effective Time, each holder of Terminix common stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares as described in the Merger Agreement) ceased to have any rights as a holder of Terminix common stock, other than the right to receive the Merger Consideration.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
At the First Effective Time, a change in control of Terminix occurred and Terminix became an indirect wholly owned subsidiary of Rentokil Initial.
The information set forth in the Explanatory Note and Items 2.01 and 5.02 is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, (i) effective as of the First
Effective Time, the directors of Merger Sub I immediately prior to the First
Effective Time shall be the directors of Terminix immediately following the
First Effective Time and the officers of Terminix immediately prior to the First
Effective Time shall be the officers of Terminix immediately following the First
Effective Time and (ii) from and after the Second Effective Time, the directors
and officers of Terminix immediately prior to the Second Effective Time shall
cease to be such directors and officers, respectively, and the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, (i) at the First Effective Time,
the certificate of incorporation and the bylaws of Terminix were amended and
restated to read in their entirety as set forth in Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and are incorporated into this
Item 5.03 by reference and (ii) after giving effect to the Second Merger, the
certificate of formation and limited liability company agreement of Merger Sub
II continued in full force and effect as the organizational documents of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 4 Exhibit Description of Exhibit No. 2.1 Agreement and Plan of Merger, dated as ofDecember 13, 2021 , by and amongTerminix Global Holdings, Inc. , Rentokil Initial plc,Rentokil Initial US Holdings, Inc. ,Leto Holdings I, Inc. andLeto Holdings II, LLC (incorporated by reference to Exhibit 2.1 to Terminix's Current Report on Form 8-K filed with theSEC onDecember 14, 2021 ).* 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofMarch 14, 2022 , by and amongTerminix Global Holdings, Inc. , Rentokil Initial plc,Rentokil Initial US Holdings, Inc. ,Leto Holdings I, Inc. andLeto Holdings II, LLC (incorporated by reference to Exhibit 2.1 to Terminix's Current Report on Form 8-K filed with theSEC onMarch 15, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofTerminix Global Holdings, Inc. 3.2 Amended and Restated Bylaws ofTerminix Global Holdings, Inc. 3.3 Certificate of Formation ofLeto Holdings II, LLC . 3.4 Limited Liability Company Agreement ofLeto Holdings II, LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. Terminix hereby undertakes to furnish supplemental copies of any
of the omitted schedules or exhibits upon request by the
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