| Item
9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description of Exhibit |
| 2.1 |
|
Amendment to Merger Agreement, dated as of March 14, 2022, by and among Terminix Global Holdings, Inc., Rentokil Initial plc, Rentokil Initial US Holdings, Inc., Leto Holdings I, Inc. and Leto Holdings II, LLC. |
| |
|
|
| 99.1 |
|
Press Release, issued March 15, 2022. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* * *
Additional Information About The Proposed Transaction And Where
To Find It
In connection with the proposed transaction between
Rentokil and Terminix, Rentokil will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form F-4, which will include a proxy statement of Terminix that also constitutes a prospectus of Rentokil. Each of Rentokil and
Terminix will also file other relevant documents in connection with the proposed transaction. The definitive proxy statement/prospectus
will be sent to the shareholders of Terminix. Rentokil will also file a shareholder proxy circular in connection with the proposed transaction
with applicable securities regulators in the United Kingdom and the shareholder proxy circular will be sent to Rentokil’s shareholders.
This Current Report on Form 8-K is not a substitute for any registration statement, proxy statement/prospectus or other documents
Rentokil and/or Terminix may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS,
STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS
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
PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL, THE PROPOSED
TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Rentokil 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
will be able to obtain free copies of the proxy statement/prospectus 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 will be able to
obtain free copies of the registration statement, proxy statement/prospectus, shareholder proxy circular and other documents which will
be filed with the SEC and applicable securities regulators in the United Kingdom by Rentokil online at https://www.rentokil-initial.com,
upon written request delivered to Rentokil at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention: Katharine
Rycroft, or by calling Rentokil by telephone at +44 (0) 7811 270734 or by email at katharine.rycroft@rentokil-initial.com.
This Current Report on Form 8-K 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 Current Report on Form 8-K is not a
solicitation of proxies in connection with the proposed transaction. However, under SEC rules, Terminix, Rentokil, 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 proposed 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’s directors and executive
officers may be found on its website at https://www.rentokil-initial.com and in its 2020 Annual Report filed with applicable securities
regulators in the United Kingdom on March 31, 2021, available on its website at https://www.rentokil-initial.com. 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 proposed transaction will be included in the proxy statement/prospectus and shareholder
proxy circular and other relevant materials filed with the SEC and applicable securities regulators in the United Kingdom when they become
available.
Information Regarding Forward-Looking Statements
This Current Report on Form 8-K 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
proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the proposed transaction;
Rentokil is unable to achieve the synergies and value creation contemplated by the proposed transaction; Rentokil is unable to promptly
and effectively integrate Terminix’s businesses; management’s time and attention is diverted on transaction related issues;
disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships; the
credit ratings of Rentokil declines following the proposed transaction; legal proceedings are instituted against Terminix or Rentokil;
Terminix or Rentokil is unable to retain or hire key personnel; the announcement or the consummation of the proposed acquisition has a
negative effect on the market price of the capital stock of Terminix or Rentokil or on Terminix’s or Rentokil’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 or Terminix to successfully recover from a disaster or other business continuity problem due to
a hurricane, flood, earthquake, terrorist attack, war, 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 proposed transaction will harm Rentokil’s or Terminix’s business, including current plans and
operations; certain restrictions during the pendency of the acquisition that may impact Rentokil’s or Terminix’s ability to
pursue certain business opportunities or strategic transactions; Rentokil’s or Terminix’s ability to meet expectations regarding
the accounting and tax treatments of the proposed transaction; the risks and uncertainties discussed in the “Risks and Uncertainties”
section in Rentokil’s reports available on the National Storage Mechanism at morningstar.co.uk/uk/NSM and on its website at https://www.rentokil-initial.com;
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 proposed transaction,
will be more fully discussed in the proxy statement/prospectus and shareholder proxy circular. While the list of factors presented here
is, and the list of factors to be presented in proxy statement/prospectus and shareholder proxy circular will be, 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 Current Report on Form 8-K.
Neither Rentokil nor Terminix assumes any obligation to update or revise the information contained herein, which speaks only as of the
date hereof.