UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2017
G&K Services, LLC
(Exact name of registrant as specified in its charter)
| Minnesota | 0-4063 | 41-0449530 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 5995 Opus Parkway, Minnetonka, MN | 55343 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (952) 912-5500
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.02. | Termination of a Material Definitive Agreement. |
On March 21, 2017, Cintas Corporation (“Parent”) completed its previously announced acquisition of G&K Services, Inc. (the “Company”). Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 15, 2016, by and among Parent, the Company and Bravo Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and becoming a wholly owned subsidiary of Parent. Following the completion of the Merger, Parent converted the Surviving Corporation from a Minnesota corporation to a Minnesota limited liability company (the “Conversion”) named G&K Services, LLC (the “Converted Company”).
Effective March 21, 2017, the Credit Agreement, dated as of April 15, 2015, by and among the Company, G&K Services Canada Inc., an Ontario corporation, the financial institutions from time to time party thereto, as lenders, Wells Fargo Bank National Association, as Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Co-Syndication Agents and SunTrust Bank and PNC Bank, National Association as Co-Documentation Agents was terminated and the obligations thereunder were paid in full.
Effective March 21, 2017, the Second Amended and Restated Loan Agreement, dated as of September 29, 2010, by and among G&K Receivables Corp., a Minnesota corporation, as borrower, the Company, as initial service and performance guarantor, SunTrust Bank, and SunTrust Robinson Humphrey, Inc., (as amended, restated, supplemented or otherwise modified) was terminated and the obligations thereunder were paid in full.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On March 21, 2017, pursuant to the terms of the Merger Agreement, Parent completed its acquisition of the Company through the Merger. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.50, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (1) dissenting shares and (2) shares held by the Company, Parent, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) was converted into the right to receive $97.50 in cash, without interest (the “Per Share Merger Consideration”).
In addition, at the Effective Time, subject to certain exceptions, each option to purchase Common Stock outstanding as of the Effective Time, whether vested or unvested, was converted into the right to receive a cash payment equal to the product of (1) the total number of shares of Common Stock subject to such option and (2) the amount by which the Per Share Merger Consideration exceeded the exercise price per share, less any applicable taxes. Subject to certain exceptions, as of the Effective Time, all other equity and equity-based awards of the Company, subject to time-based or performance-based vesting conditions, were vested and converted into the right to receive the Per Share Merger Consideration provided for under their terms as were in effect immediately prior to the Effective Time.
A copy of the Merger Agreement was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on August 16, 2016 and is incorporated herein by reference. The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the Merger, all of the issued and outstanding stock of the Company is currently owned by Parent. In connection with the closing of the Merger, the Company notified The NASDAQ Stock Market (“NASDAQ”) on March 21, 2017 that each share of Common Stock (other than (1) dissenting shares and (2) shares held by the Company, Parent, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, which were canceled) issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Per Share Merger Consideration. On March 21, 2017, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) on Form 25 to remove the Common Stock from the listing on NASDAQ and to deregister the Common Stock. Additionally, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
A change in control of the Company occurred on March 21, 2017 when, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the Surviving Corporation. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (1) dissenting shares and (2) shares held by the Company, Parent, Merger Sub or any of their respective wholly owned subsidiaries) was converted into the right to receive the Per Share Merger Consideration. As a result of the Merger, the Company became an indirect wholly owned subsidiary of Parent.
Parent paid approximately $2.2 billion in the aggregate as consideration for the Merger. Parent used (i) the net proceeds from its public offering of senior notes, (ii) borrowings under its new term loan agreement and (iii) borrowings under its commercial paper program to finance the Merger.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective as of the Effective Time, each of John S. Bronson, Lynn Crump-Caine, Wayne M. Fortun, Thomas R. Greco, Douglas A. Milroy, Ernest J. Mrozek, M. Lenny Pippin, Alice M. Richter and Lee J. Schram ceased to be directors of the Company. Additionally, effective as of the Effective Time, each of Douglas A. Milroy, Tracy C. Jokinen, Jeffrey L. Cotter, Ian G. Davis and Kevin A. Fancey ceased to be executive officers of the Company.
Pursuant to the Merger Agreement, at the Effective Time, Scott D. Farmer and Thomas E. Frooman became the directors of the Surviving Corporation. Additionally, Scott D. Farmer became the Chief Executive Officer, J. Michael Hansen became the Vice President – Finance and Chief Financial Officer, and Thomas E. Frooman became the Senior Vice President, Secretary and General Counsel of the Surviving Corporation.
In connection with the Conversion, the Converted Company is managed by its sole member and has no directors. The officers of the Surviving Corporation became the officers of the Converted Company.
| Item 5.03. | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company, as in effect immediately prior to the Merger, were amended in their entirety in the form of the articles of incorporation attached as Exhibit 3.1 hereto and incorporated by reference herein.
Following the completion of the Merger, Parent converted the Surviving Corporation from a Minnesota corporation to a Minnesota limited liability company named G&K Services, LLC. Copies of the articles of organization and the limited liability company agreement of the Surviving Corporation are attached as Exhibits 3.2 and 3.3, respectively, hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 2.1* |
Agreement and Plan of Merger, among Cintas Corporation, G&K Services, Inc. and Bravo Merger Sub, Inc., dated as of August 15, 2016 (incorporated by reference to Exhibit 2.1 of G&K Services’ Current Report on Form 8-K filed with the SEC on August 16, 2016). | |
| 3.1 |
Articles of Incorporation of G&K Services, Inc., adopted March 21, 2017. | |
| 3.2 |
Articles of Organization of G&K Services, LLC, adopted March 21, 2017. | |
| 3.3 |
Operating Agreement of G&K Services, LLC, adopted March 21, 2017. | |
| * | Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| G&K SERVICES, LLC | ||||||
| March 22, 2017 | By: | /s/ J. Michael Hansen | ||||
| Name: | J. Michael Hansen | |||||
| Title: | Vice President – Finance and Chief Financial Officer | |||||
Exhibit Index
| Exhibit Number |
Description | |
| 2.1* |
Agreement and Plan of Merger, among Cintas Corporation, G&K Services, Inc. and Bravo Merger Sub, Inc., dated as of August 15, 2016 (incorporated by reference to Exhibit 2.1 of G&K Services’ Current Report on Form 8-K filed with the SEC on August 16, 2016). | |
| 3.1 |
Articles of Incorporation of G&K Services, Inc., adopted March 21, 2017. | |
| 3.2 |
Articles of Organization of G&K Services, LLC, adopted March 21, 2017. | |
| 3.3 |
Operating Agreement of G&K Services, LLC, adopted March 21, 2017. | |
| * | Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request. |
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
G&K Services, Inc.
ARTICLE I
The name of this Corporation is G&K Services, Inc.
ARTICLE II
The registered office of this Corporation is located at 5995 Opus Parkway, Suite 500, Minnetonka, Minnesota 55343.
ARTICLE III
This Corporation is authorized to issue an aggregate total of 1,000 shares, all of which shall be designated Common Stock, having a par value of $0.01 per share.
ARTICLE IV
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE V
No shareholder of this Corporation shall have any preemptive rights by virtue of Section 302A.413 of the Minnesota Statutes (or similar provisions of future law) to subscribe for, purchase, or acquire any shares of the Corporation of any class, whether unissued or now or hereafter authorized, or any obligations or other securities convertible into or exchangeable for any such shares.
ARTICLE VI
Any action required or permitted to be taken at a meeting of the Board of Directors of this Corporation not needing approval by the shareholders under Minnesota Statutes, Chapter 302A, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors were present.
ARTICLE VII
Any action required or permitted to be taken at a meeting of shareholders of this Corporation may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present, but in no event may written action be taken by holders of less than a majority of the voting power of all shares entitled to vote on that action.
ARTICLE VIII
Unless otherwise provided by the Board of Directors, no shareholder of this Corporation shall be entitled to exercise statutory dissenters’ rights under Section 302A.471 of the Minnesota Statutes (or similar provisions of future law) in connection with any amendment to these Articles of Incorporation.
ARTICLE IX
Approval of the shareholders of this Corporation shall not be required under Section 302A.405 of the Minnesota Statutes (or similar provisions of future law) in connection with the issuance of shares of a class or series, shares of which are then outstanding, to holders of shares of another class or series.
ARTICLE X
Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Minnesota Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, penalties, or excise taxes imposed with respect to an employee benefit plan, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, personal representatives and administrators. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
Exhibit 3.2
ARTICLES OF ORGANIZATION OF
G&K SERVICES, LLC
Pursuant to Minnesota Statutes, Chapter 322C, the following are the Articles of Organization of G&K Services, LLC:
ARTICLE I
NAME
The name of the Company is G&K Services, LLC.
ARTICLE II
REGISTERED OFFICE ADDRESS
The registered office of the Company is located at 1010 Dale Street North, Saint Paul, Minnesota 55117-5603.
The registered agent at the above address is C T Corporation System Inc.
ARTICLE III
ORGANIZER
The name and address of the organizer of the Company is as follows:
Christopher J. Skufca
6800 Cintas Blvd.
Mason, Ohio 45040
ARTICLE IV
EFFECTIVE TIME
These Articles of Organization shall be effective as of 4:02 PM central time on March 21, 2017.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of March, 2017.
| /s/ Christopher J. Skufca |
| Christopher J. Skufca, Organizer |
Exhibit 3.3
G&K SERVICES, LLC
OPERATING AGREEMENT
Dated as of March 21, 2017
OPERATING AGREEMENT
OF
G&K SERVICES, LLC
This Operating Agreement (the “Agreement”) of G&K Services, LLC (the “Company”) is made, effective as of March 21, 2017, by Cintas Corporation No. 2 (the “Member”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article II of this Agreement.
ARTICLE I
ORGANIZATION
1.1 Formation of Company; Term. The Company is a limited liability company under the Act, governed by this Agreement. The Company is an entity separate from its Member, created by this Agreement and the execution and filing with the Secretary of State of Minnesota of the Certificate of Organization of the Company. Unless sooner dissolved and liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is G&K Services, LLC.
1.3 Purpose of the Company; Business. The purpose of the Company is to engage in and carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Act.
1.4 Principal Place of Business, Office, and Agent. The principal place of business and mailing address of the Company, and the office where the records required by the Act are kept, is 5995 Opus Parkway, Suite 500, Minnetonka, Minnesota 55343, or at such other location selected, from time to time, by the Member. The registered office of the Company in Minnesota is at the office of the statutory agent of the Company in Minnesota. The statutory agent of the Company in Minnesota is C T Corporation System Inc., 1010 Dale Street North, Saint Paul, Minnesota 55117-5603. The Member may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.
1.5 Fictitious Business Name Statement; Other Certificates. The Member will, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Member considers necessary or appropriate. The Company may do business under any fictitious business names approved by the Member. The Member will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as the Member reasonably considers necessary or appropriate under the Act or under the law of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Member.
ARTICLE II
DEFINITIONS
“Act” means the Minnesota Limited Liability Company Act, as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Minnesota.
“Affiliate” means, with respect to any person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. A Person controls another Person if that Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise.
“Agreement” means this Agreement as amended from time to time.
“Fiscal Year” means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on May 31.
“Interest” means a membership interest in the Company, including any and all benefits to which the Member is entitled under this Agreement and the obligations of the Member under this Agreement.
“Officers” means the officers of the Company appointed and acting, from time to time, under Section 4.3(a).
“Person” or “Persons” means any natural person and any corporation, firm, partnership, trust, estate, limited liability company, or other entity resulting from any form of association.
ARTICLE III
CAPITALIZATION; ECONOMICS
3.1 Capital. The Member shall contribute capital to the Company in such amounts as it determines from time to time.
3.2 Capital Accounts; Allocations. All items of income, gain, loss, and deduction will be allocated to the Member. The Company will keep a record of the Member’s contributions to the Company, the Company’s income, gains, losses, and deductions, and its distributions to the Member.
3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.
3.4 Distributions.
(a) The Company will not make any distribution of cash, except to the extent that the Company then has cash available in excess of the sum of (1) amounts required to pay or make provision for all Company expenses, plus (2) all reserves that the Member consider necessary or appropriate. To the extent that the Member reasonably foresees that the Company will receive cash or other consideration to satisfy liabilities that are not yet due and payable, the Company is not required to establish reserves or make other provision to satisfy those liabilities before making distributions to the Member.
(b) Subject to the limitations of Section 3.4(a), prior to the winding-up and liquidation of the Company, the Member may, in its discretion, direct the Company to make distributions of cash or other property to the Member.
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(c) Notwithstanding any other provision of this Agreement, the Company is not to make a distribution of cash or other property to the Member if to do so would violate any agreement for borrowed money to which the Company is a party.
ARTICLE IV
MANAGEMENT BY MEMBER
4.1 Authority of the Member. The business and affairs of the Company shall be managed by the Member.
4.2 Delegation. The Member may delegate to the Officers, other employees, and agents of the Company the authority to conduct the business of the Company. Any power not delegated by the Member remains with the Member.
4.3 Officers of the Company.
(a) The initial Officers of the Company are: (i) Scott D. Farmer as Chief Executive Officer, (ii) J. Michael Hansen as Vice President – Finance and Chief Financial Officer, (iii) Thomas E. Frooman as Senior Vice President, Secretary and General Counsel and (iv) Christopher J. Skufca as Assistant Secretary. The Company may have such additional Officers as are appointed, from time to time, by the Member.
(b) Each Officer serves until the earlier of his or her death, resignation, or removal. An Officer may be removed at any time by the Member. Any Officer may resign at any time by delivering his written resignation to the Member.
4.4 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his or her reasonable efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to:
(a) furnish to the Member (i) as soon as practicable, but in no event later than 90 days after the end of each Fiscal Year, financial statements of the Company audited by the Company’s certified public accountants (including, without limitation, a balance sheet and statements of income and Member’s equity) and (ii) by August 15 of each calendar year all information required for federal and state income tax reporting purposes with respect to the Company for the Fiscal Year most recently ended;
(b) arrange for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company;
(c) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Member), complete and accurate books of account in accordance with the provisions of this Agreement, the name and address of the Member, copies of the Certificate of Organization, this Agreement, and copies of all financial statements of the Company for the most recent five-year period during the term of the Company;
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(d) execute, acknowledge, and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Minnesota and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member, (ii) to effectuate the provisions of this Agreement, or (iii) to enable the Company to conduct its business;
(e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and the Member;
(f) not permit the use of Company funds or assets for other than the benefit of the Company and the Member;
(g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and
(h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s ability to pay such liabilities.
4.5 Exculpation and Indemnification.
(a) No Officer shall be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as an Officer. Notwithstanding the foregoing sentence, an Officer shall be liable to the extent provided by applicable law for: (i) breach of the Officer’s duty of loyalty to the Company or the Member, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) obligations under Minnesota Statutes Sections 322C.0406 or 80A.76, (iv) any transaction from which the Officer derived an improper personal benefit, or (v) any act or omission occurring prior to the date when this Article IV becomes effective. Neither the amendment nor repeal of this paragraph, nor the adoption of any provision of this Agreement inconsistent with this paragraph, shall apply to or have any effect upon the liability or alleged liability of any Officer for or with respect to any acts or omissions of such Officer occurring prior to such amendment, repeal, or adoption of any inconsistent provision.
(b) Each Person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was an Officer or is or was serving at the request of the Company as an officer, employee, or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such action, suit, or proceeding is alleged action or inaction in an official capacity as an officer, employee, or agent or in any other capacity while serving as an officer, employee, or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, penalties, or excise taxes imposed with respect to an employee benefit plan, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Person in connection therewith and such indemnification shall continue as to a Person who has
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ceased to be an Officer, employee, or agent and shall inure to the benefit of his or her heirs, personal representatives, and administrators. The Company may, by action of its Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Officers.
ARTICLE V
GENERAL
5.1 Dissolution and Liquidation. No event that would cause a dissolution of a limited liability company under the Act will cause a dissolution of the Company. If the Company is required to wind-up its affairs and liquidate its assets, it will first pay or make provision to pay all its obligations as required by law and any assets remaining will be distributed to the Member.
5.2 Whole Agreement. This Agreement is the entire declaration of the Member and will only be amended by a writing signed by the Member that refers to this Agreement.
5.3 Electronic Transmission. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including in PDF format) will be effective as delivery of a manually executed signature page to this Agreement.
5.4 Governing Law; Severability. This Agreement is governed by and is to be construed under the laws of Minnesota, without giving effect to its rules of conflicts of laws. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
5.5 Headings; Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.
[Signature on Following Page]
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first above written.
| CINTAS CORPORATION NO. 2 | ||
| By: | /s/ Thomas E. Frooman | |
| Name: | Thomas E. Frooman | |
| Title: | Senior Vice President, Secretary and General Counsel | |