Item 5.07. Submission of Matters to a Vote of Security Holders.
Terminix Global Holdings, Inc., a Delaware corporation ("Terminix" or the
"Company"), held its special meeting of stockholders on October 6, 2022 (the
"special meeting"). A definitive merger proxy statement on Schedule 14A with
respect to the special meeting (the "Definitive Proxy Statement") was filed with
the U.S. Securities and Exchange Commission (the "SEC") on September 7, 2022.
Descriptions of each of the proposals voted upon at the special meeting are
contained in the Definitive Proxy Statement. At the close of business on
September 6, 2022, the record date of the special meeting, the Company had
121,553,067 shares of common stock issued and outstanding. The holders of a
total of 91,816,289 shares of common stock were present at the special meeting,
either in person or by proxy, which constituted a quorum for the purpose of the
special meeting.
The following is a summary of the voting results with respect to each of the
proposals, including the number of votes cast for and against, and the number of
abstentions.
The proposal to adopt the Agreement and Plan of Merger, dated as of December 13,
2021, as amended by Amendment No. 1, dated as of March 14, 2022 (the "Merger
Agreement") by and among Terminix, Rentokil Initial plc ("Rentokil Initial"),
Rentokil Initial US Holdings, Inc., Leto Holdings I, Inc., and Leto Holdings II,
LLC was approved by the following vote:
For Against Abstain
91,711,083 52,404 52,802
The proposal to approve, on a non-binding, advisory basis, the compensation that
may be paid or become payable to Terminix's named executive officers that is
based on or otherwise relates to the transactions contemplated by the Merger
Agreement was approved by the following vote:
For Against Abstain
90,518,255 1,264,940 33,094
Item 8.01. Other Events.
Press Release
On October 6, 2022, the Company issued a press release announcing the results of
the special meeting. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Redemption of 7.45% Notes due 2027 and 7.25% Notes due 2038
On October 6, 2022, The Terminix Company, LLC, an indirect, wholly owned
subsidiary of the Company, exercised its optional redemption rights to redeem
all of its outstanding (i) 7.45% Notes due 2027 and (ii) 7.25% Notes due 2038
(collectively, the "Notes"). The date fixed for the redemption of the Notes is
November 7, 2022 (the "Redemption Date"). Each series of Notes will be redeemed
at a redemption price equal to the greater of (i) 100% of the principal amount
of the applicable series of Notes to be redeemed and (ii) the sum of the present
values of each Remaining Scheduled Payment (as defined in the Notes) thereon
discounted to the Redemption Date, on a semiannual basis, at a rate equal to the
Treasury Yield (as defined in the Notes) plus 20 basis points, plus, in either
case, accrued and unpaid interest thereon, if any, to, but excluding, the
Redemption Date. The foregoing does not constitute a notice of redemption with
respect to the Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release, dated October 6, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Additional Information About The Transaction And Where To Find It
In connection with the acquisition of Terminix by Rentokil Initial (such
acquisition, the "Transaction"), Rentokil Initial has filed with the SEC a
registration statement on Form F-4 (the "Registration Statement"), which
includes a proxy statement of Terminix that also constitutes a prospectus of
Rentokil Initial (the "proxy statement/prospectus"). The SEC declared the
Registration Statement effective on September 7, 2022. On September 7, 2022,
Terminix filed its Definitive Proxy Statement with the SEC in connection with
the Transaction. Each of Rentokil Initial and Terminix have filed and may file
other relevant documents in connection with the Transaction. The Definitive
Proxy Statement was first sent to the shareholders of Terminix on September 8,
2022. Rentokil Initial has also filed a shareholder proxy circular in connection
with the Transaction with applicable securities regulators in the United Kingdom
and the shareholder proxy circular was first sent to Rentokil Initial's
shareholders on or about September 8, 2022. This communication is not a
substitute for any registration statement, proxy statement/prospectus or other
documents Rentokil Initial and/or Terminix filed or may file with the SEC in
connection with the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL
INITIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY
STATEMENT AND SHAREHOLDER PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES
REGULATORS IN THE UNITED KINGDOM, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE,
AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL
INITIAL, THE TRANSACTION AND RELATED MATTERS. The Registration Statement and
Definitive Proxy Statement are, and the other documents filed by Rentokil
Initial and Terminix with the SEC, when filed, will be, available free of charge
at the SEC's website at www.sec.gov. In addition, investors and shareholders are
able to obtain free copies of the Definitive Proxy Statement and other documents
filed with the SEC by Terminix online at investors.terminix.com, upon written
request delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA,
Attention: Corporate Secretary, or by calling Terminix's Corporate Secretary's
Office by telephone at +1 901-597-1400 or by email at
deidre.richardson@terminix.com, and are able to obtain free copies of the
Registration Statement, Definitive Proxy Statement, shareholder proxy circular
and other documents filed with the SEC and applicable securities regulators in
the United Kingdom by Rentokil Initial online at
https://www.rentokil-initial.com, upon written request delivered to Rentokil
Initial at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England,
Attention: Peter Russell, or by calling Rentokil Initial by telephone at +44 (0)
7811 270734 or by email at investor@rentokil-initial.com. The information
included on, or accessible through, Rentokil Initial's or Terminix's website is
not incorporated by reference into this communication. This communication is for
informational purposes only and is not intended to, and shall not, constitute an
offer to sell or buy or the solicitation of an offer to sell or buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to appropriate
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in connection with the
Transaction. However, under SEC rules, Terminix, Rentokil Initial, and certain
of their respective directors, executive officers and other members of the
management and employees may be deemed to be participants in the solicitation of
proxies in connection with the Transaction. Information about Terminix's
directors and executive officers may be found on its website at
corporate.terminix.com/responsibility/corporate-governance and in its 2021
Annual Report on Form 10-K filed with the SEC on March 1, 2022 , available at
investors.terminix.com and www.sec.gov. Information about Rentokil Initial's
directors and executive officers may be found on its website at
https://www.rentokil-initial.com and in its 2021 Annual Report filed with
applicable securities regulators in the United Kingdom on March 30, 2022,
available on its website at https://www.rentokil-initial.com. The information
included on, or accessible through, Rentokil Initial's or Terminix's website is
not incorporated by reference into this communication. These documents can be
obtained free of charge from the sources indicated above. Additional information
regarding the interests of such potential participants in the solicitation of
proxies in connection with the Transaction is included in the Definitive Proxy
Statement and shareholder proxy circular and other relevant materials filed with
the SEC and applicable securities regulators in the United Kingdom.
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Information Regarding Forward-Looking Statements
This communication contains forward-looking statements as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can sometimes be identified by
the use of forward-looking terms such as "believes," "expects," "may," "will,"
"shall," "should," "would," "could," "potential," "seeks," "aims," "projects,"
"predicts," "is optimistic," "intends," "plans," "estimates," "targets,"
"anticipates," "continues" or other comparable terms or negatives of these
terms, but not all forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be achieved and
therefore, actual results may differ materially from any plans, estimates or
expectations in such forward-looking statements. Important factors that could
cause actual results to differ materially from such plans, estimates or
expectations include: a condition to the closing of the Transaction may not be
satisfied; the occurrence of any event that can give rise to termination of the
Transaction; Rentokil Initial is unable to achieve the synergies and value
creation contemplated by the Transaction; Rentokil Initial is unable to promptly
and effectively integrate Terminix's businesses; management's time and attention
is diverted on Transaction related issues; disruption from the Transaction makes
it more difficult to maintain business, contractual and operational
relationships; the credit ratings of Rentokil Initial decline following the
Transaction; legal proceedings are instituted against Terminix or Rentokil
Initial; Terminix or Rentokil Initial is unable to retain or hire key personnel;
the announcement or the consummation of the proposed Transaction has a negative
effect on the market price of the capital stock of Terminix or Rentokil Initial
or on Terminix's or Rentokil Initial's operating results; evolving legal,
regulatory and tax regimes; changes in economic, financial, political and
regulatory conditions, in the United Kingdom, the United States and elsewhere,
and other factors that contribute to uncertainty and volatility, natural and
man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19)
pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and conditions
that may result from legislative, regulatory, trade and policy changes
associated with the current or subsequent U.S. or U.K. administration; the
ability of Rentokil Initial or Terminix to successfully recover from a disaster
or other business continuity problem due to a hurricane, flood, earthquake,
terrorist attack, war, conflict, pandemic, security breach, cyber-attack, power
loss, telecommunications failure or other natural or man-made event, including
the ability to function remotely during long-term disruptions such as the
COVID-19 pandemic; the impact of public health crises, such as pandemics
(including the COVID-19 pandemic) and epidemics and any related company or
governmental policies and actions to protect the health and safety of
individuals or governmental policies or actions to maintain the functioning of
national or global economies and markets, including any quarantine, "shelter in
place," "stay at home," workforce reduction, social distancing, shut down or
similar actions and policies; actions by third parties, including government
agencies; the risk that disruptions from the Transaction will harm Rentokil
Initial's or Terminix's business, including current plans and operations;
certain restrictions during the pendency of the Transaction that may impact
Rentokil Initial's or Terminix's ability to pursue certain business
opportunities or strategic transactions; Rentokil Initial's or Terminix's
ability to meet expectations regarding the accounting and tax treatments of the
Transaction; the risks and uncertainties discussed in the "Risks and
Uncertainties" section in Rentokil Initial's reports available on the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and
on its website at https://www.rentokil-initial.com (information included on or
accessible through Rentokil Initial's website is not incorporated by reference
into this communication); and the risks and uncertainties discussed in the "Risk
Factors" and "Information Regarding Forward-Looking Statements" sections in
Terminix's reports filed with the SEC. These risks, as well as other risks
associated with the Transaction, are more fully discussed in the Definitive
Proxy Statement and shareholder proxy circular. While the list of factors
presented here is, and the list of factors presented in the Definitive Proxy
Statement and shareholder proxy circular is, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. We caution you not to place undue
reliance on any of these forward-looking statements as they are not guarantees
of future performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations, financial
condition and liquidity, and the development of new markets or market segments
in which we operate, may differ materially from those made in or suggested by
the forward-looking statements contained in this communication. Except as
required by law, neither Rentokil Initial nor Terminix assumes any obligation to
update or revise the information contained herein, which speaks only as of the
date hereof.
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