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): January 8, 2019
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 January 8, 2019, Rollins, Inc. (NYSE: ROL) announced that it has agreed to acquire Clark Pest Control of Stockton, Inc. located in Lodi, CA.
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, 2017 filed with the Securities and Exchange Commission. 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 January 8, 2019 |
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: January 8, 2019 | By: | /s/ Paul Edward Northen | |
| Name: | Paul Edward Northen | ||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 99.1
For Further Information, Contact
Eddie Northen (404) 888-2242
FOR IMMEDIATE RELEASE
ROLLINS, INC. AGREES TO ACQUIRE CLARK PEST CONTROL
ATLANTA, GA, January 8, 2019 - Rollins, Inc. (NYSE: ROL), a premier global consumer and commercial service company announced today that it has agreed to acquire Clark Pest Control of Stockton, Inc. located in Lodi, CA. Clark Pest Control is a leading pest management company in California and the nation’s 8th largest pest management company according to PCT 100 rankings. Geotech Supply is included in the acquisition and will continue to expand its current operations, maintaining a commitment to quality service delivery. Rollins expects to close in the first quarter 2019 subject to regulatory approvals.
Clark is a family owned company founded by Charlie Clark in 1950. Currently majority owned by Charlie’s sons, Joe, Terry, and Jeff Clark, the company operates in 26 locations that serve residents and businesses throughout California and northwestern Nevada. Clark offers both residential and commercial pest control.
Jerry Gahlhoff, President of Rollins Specialty Brands remarked “We are thrilled with the addition of Clark to the Rollins Family of Brands. Clark has a history of excellent service and a loyal customer base. With the continual leadership of Robert Baker, we are confident that the company will continue to grow and excel.”
“The Clark Pest Control family is proud to become a member of the Rollins, Inc. team. We are excited for the opportunities this brings for the Clark employees,” says Joe Clark, President of Clark Pest Control.
Gary W. Rollins, CEO of Rollins, Inc. added “Clark has always strived to provide exceptional service to their customers and has been very employee centric. We believe that those values align with the Rollins, Inc. mission of being the World’s Best Service Company and we look forward to sharing our best practices.”
Clark was advised by LR Tullius, Inc. President, Lance Tullius and his team that have been instrumental to this process and have helped make this acquisition possible.
About Rollins
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, Northwest Exterminating, Critter Control, Inc., The Industrial Fumigant Company, Trutech LLC., Orkin Australia, Waltham Services LLC., OPC Pest Services, PermaTreat, Rollins UK, Aardwolf Pestkare, 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.orkincanada.ca, www.westernpest.com, www.callnorthwest.com, www.crittercontrol.com, www.indfumco.com, www.trutechinc.com, www.orkinau.com, www.allpest.com.au, www.walthamservices.com, www.opcpest.com, www.permatreat.com, www.cranepestcontrol.com, www.murraypestcontrol.com.au, www.statewidepestcontrol.com.au, www.safeguardpestcontrol.co.uk, www.aardwolfpestkare.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.
Clark Pest Control of Stockton, Inc. located in Lodi, California has operating locations in the following cities in California and Nevada: Auburn, Belmont, Chico, Concord, Lodi, Livermore, Merced, Milpitas, Modesto, Rancho Cordova, Redding, Reno, Riverside, Sacramento (2), Salinas, San Diego (2), Santa Maria, Santa Rosa, Sonora, Stockton, Thousand Oaks, Vacaville, Ventura and Yuba City
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the expectation that the transaction will close in the first quarter 2019 and receive the appropriate regulatory approvals, including the expiration of the applicable waiting period under the Hart Scott Rodino Act; that Geotech Supply will continue to grow and expand its operations; that Clark will continue to grow and excel; that Rollins and Clark will share best practices; and that the transaction brings opportunities for Clark employees. The actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation, general economic conditions; market risk; changes in industry practices or technologies; changes in the regulatory environment; the impact of the U. S. Government shutdown, the degree of success of the Company’s pest and termite process reforms and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factors and pricing practices; potential increases in labor costs; uncertainties of litigation; and changes in various government laws and regulations, including environmental regulations. All of the foregoing risks and uncertainties are beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties that could cause results to differ materially from those indicated by the forward-looking statements. A more detailed discussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2017.
ROL-IR