ATLANTA, Sept. 6,
2023 /PRNewswire/ -- Rollins, Inc. (NYSE: ROL)
("Rollins" or the "Company") today announced the commencement of a
proposed secondary public offering of $1.35
billion of shares of its common stock (the "Offering")
by LOR, Inc., one of the Company's existing stockholders (the
"Selling Stockholder").
The underwriters will have a 30-day option to purchase up to an
additional $202.5 million of shares
of common stock from the Selling Stockholder. Rollins is not
selling any shares and will not receive any proceeds from the
Offering.
In connection with the Offering, the Selling Stockholder is
expected to enter into a lock-up agreement for a period of 365 days
from the pricing date of the Offering, during which time the
Selling Stockholder will be restricted from engaging in certain
transactions with respect to its shares of the Company's common
stock.
In addition, subject to the closing of the Offering, the Company
intends to repurchase approximately $300 million of the shares of common stock being
offered in the Offering at the same per share price to be paid by
the underwriters to the Selling Stockholder in the
Offering (the "Share Repurchase"). The completion of the
Share Repurchase is conditioned on, and is expected to
close concurrently with, the closing of the Offering. The closing
of the Offering is also conditioned on the completion of the Share
Repurchase. The Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering
may be completed.
Goldman Sachs & Co. LLC and Morgan Stanley are acting as
joint book-running managers for the Offering.
The Offering is being made pursuant to a shelf registration
statement on Form S-3 previously filed with the Securities and
Exchange Commission ("SEC") and declared effective by the SEC on
June 22, 2023. A preliminary
prospectus supplement relating to the Offering will be filed with
the SEC. The securities may be offered only by means of a written
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. When available, copies of the
preliminary prospectus supplement and accompanying base prospectus
relating to the Offering may be obtained from the SEC at
http://www.sec.gov. Alternatively, copies of the preliminary
prospectus supplement and the accompanying prospectus relating to
the Offering can be obtained, when available, from: Goldman Sachs
& Co. LLC, Attn: Prospectus Department, 200 West Street,
New York, New York 10282, by
telephone at 1-866-471-2526 or by email at
prospectus-ny@ny.email.gs.com; or Morgan Stanley & Co. LLC,
Attn: Prospectus Department, 180 Varick Street 2nd Floor,
New York, New York 10014.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Rollins, Inc.
Rollins, Inc. (ROL) is a premier global consumer and commercial
services company. Through its family of leading brands, the
Company and its franchises provide essential pest control services
and protection against termite damage, rodents, and insects to more
than 2.8 million customers in North
America, South America,
Europe, Asia, Africa,
and Australia, with more than
19,000 employees from more than 800 locations. Rollins is parent to
Orkin, HomeTeam Pest Defense, Clark Pest Control, Northwest
Exterminating, McCall Service,
Trutech, Critter Control, Western Pest Services, Waltham Services,
OPC Pest Services, The Industrial Fumigant Company, PermaTreat,
Crane Pest Control, Missquito, Fox Pest Control, Orkin Canada,
Orkin Australia, Safeguard (UK), Aardwolf Pestkare (Singapore), and more.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties concerning the business and
financial results of Rollins, Inc. We have based these
forward-looking statements largely on our current opinions,
expectations, beliefs, plans, objectives, assumptions and
projections about future events and financial trends affecting our
operating results and financial condition of our business.
Such forward-looking statements are generally identified by the use
of forward-looking terminology, including words such as
"anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "projects," "seeks," "should" and
similar expressions or variations of such words.
Forward-looking statements are based on information available at
the time those statements are made and are subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in or suggested by the
forward-looking statements, including, but not limited to, risks
regarding:
- our ability to maintain our competitive position in the pest
control industry in the future;
- our inability to identify, complete or successfully integrate
acquisitions or guarantee that any acquisitions will achieve the
anticipated financial benefits;
- our ability to expand into international markets;
- our ability to maintain and enhance our brands and develop a
positive client reputation;
- labor shortages and/or our ability to attract and retain
skilled workers;
- climate change and unfavorable weather conditions;
- the effects of a pandemic, including the COVID-19
pandemic;
- adverse economic conditions;
- cybersecurity incidents;
- noncompliance with, changes to, or increased enforcement of
federal, state and local laws and regulations pertaining to
environmental, public health and safety matters, including those
related to the pest control industry;
- our capital and ownership structure; and
- other risks, uncertainties and factors included or incorporated
by reference in this press release and in our most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form
10-Q.
Such risks and uncertainties are beyond our ability to
control, and in many cases, we cannot predict the risks and
uncertainties that could cause our actual results to differ
materially from those indicated by the forward-looking statements.
Given these risks, uncertainties and other factors, you should not
place undue reliance on these forward-looking statements. Also,
these forward-looking statements represent our estimates and
assumptions only as of the date such forward-looking statements are
made. Except as required by law, we assume no obligation to
update these forward-looking statements publicly or to update the
reasons actual results could differ materially from those
anticipated in these forward-looking statements, even if new
information becomes available in the future.
You should read carefully this press release completely and with
the understanding that our actual future results may be materially
different from what we expect. We hereby qualify all of our
forward-looking statements by these cautionary statements.
Contact
Investor Relations
InvestorRelations@rollins.com
(404) 888-2000
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SOURCE Rollins, Inc.