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): July 25, 2017
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-4422 | 51-0068479 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (404) 888-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
The information provided pursuant to this Item 8.01 is to be considered “filed” under the Securities Exchange Act of 1934 (“Exchange Act”) and incorporated by reference into those filings of Rollins, Inc. (the “Company”) that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act.
On July 25, 2017, Rollins, Inc. (NYSE: ROL) announced that it had entered into a definitive purchase agreement with Northwest Exterminating Co., Inc. to acquire its pest control business.
Except for the historical information contained in this report, the statements made by the Company are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company’s future performance could differ significantly from the expectations of management and from results expressed or implied in the press release. See the risk factors contained in the press release for a discussion of certain risks and uncertainties that may impact such forward-looking statements. For further information on other risk factors, please refer to the “Risk Factors” contained in the Company’s Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 24, 2017. The Company disclaims any obligation or duty to update or modify these forward-looking statements.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release Dated July 25, 2017 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROLLINS, INC.
| Date: July 25, 2017 | By: | /s/ Paul Edward Northen | |
| Name: | Paul Edward Northen | ||
| Title: | Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) |
| 3 |
| Exhibit 99.1 | For Further Information Contact |
| Eddie Northen (404) 888-2242 |
FOR IMMEDIATE RELEASE
Rollins Agrees To Purchase Northwest Exterminating Co., Inc.
ATLANTA and MARIETTA, GA – July 25, 2017 – Rollins, Inc. (NYSE: ROL), a premier global consumer and commercial services company, has entered into a definitive purchase agreement with Northwest Exterminating Co., Inc. to acquire its pest control business. This will be a cash purchase, and the transaction is expected to close in early August, subject to the satisfaction of customary conditions and regulatory approval. This is Rollins’ largest acquisition since it acquired HomeTeam Pest Defense in 2008.
Based in Marietta, Ga., Northwest provides pest control, termite, and wildlife services for approximately 120,000 customers in Georgia, South Carolina, Tennessee, Alabama, and North Carolina. The company has developed relationships with premier home builders to provide pre-treatment services.
The family-owned and operated organization was established in 1951 by L.A. Phillips and his wife Emma Lene Phillips. From a family of two, the company has grown to a family of more than 500 team members and 23 service centers through the southeast. With reported 2016 revenue of just over $50 million, pest control industry trade publication PCT Magazine listed Northwest as the 17th largest pest control operator in the country in its most recent 2017 list.
Rollins will partner with the Phillips family, who will remain with the company, along with their entire management team. Northwest will continue to operate as a separate business, and one of Rollins’ Specialty Brands, along with: HomeTeam, Western Pest Services and Waltham.
“We are most pleased to have entered into this agreement with the Northwest organization.” said John Wilson, President and Chief Operating Officer of Rollins, Inc. “This acquisition provides significant opportunity for both Rollins and Northwest to grow and learn from each other. We see many benefits from this combination. Northwest has built a valuable business and a loyal team, as well as a reputation for excellent service. We look forward to working with Northwest’s president, Steve Phillips, and his great group of professionals.”
Steve Phillips, son of the company founder said, “We are excited to have found a partner in Rollins that will take excellent care of our team members and provide extraordinary service to our customers after the transition of ownership. Rollins shares the values that Northwest was founded on – namely: honesty, integrity and excellence.”
Rollins, Inc. is a premier global consumer and commercial services company. Through its wholly owned subsidiaries, Orkin LLC., HomeTeam Pest Defense, Orkin Canada, Western Pest Services, Critter Control, Inc., The Industrial Fumigant Company, Trutech LLC., Rollins Australia, Waltham Services LLC., PermaTreat, Rollins UK, and Crane Pest Control, the Company provides essential pest control services and protection against termite damage, rodents and insects to more than two million customers in the United States, Canada, Central America, South America, the Caribbean, the Middle East, Asia, the Mediterranean, Europe, Africa, Mexico, and Australia from more than 700 locations. You can learn more about Rollins and its subsidiaries by visiting our web sites at www.orkin.com, www.pestdefense.com, www.westernpest.com, www.orkincanada.ca, www.crittercontrol.com, www.indfumco.com, www.trutechinc.com, www.allpest.com.au, www.walthamservices.com, www.permatreat.com, www.cranepestcontrol.com, www.murraypestcontrol.com.au, www.statewidepestcontrol.com.au,, www.safeguardpestcontrol.co.uk, and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button..