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): October 612, 2022

TERMINIX ~~GLOBAL~~ HOLDINGS, ~~INC.~~LLC

(as successor by merger to Terminix Global Holdings, Inc.)

(Exact name of each registrant as specified in its charter)

Delaware

001-36507

20-8738320

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification Nos.)

150 Peabody Place, Memphis, Tennessee		38103
(Address of principal executive offices)		(Zip Code)

(901) 597-1400

(Each registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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):

x¨ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common, par value $0.01	TMX	NYSE

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 ¨

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. ¨

~~Item~~EXPLANATORY ~~5.07. Submission of Matters to a Vote of Security Holders.~~NOTE

This Current Report on Form 8-K is being filed in connection with the consummation, on October 12, 2022 (the “Closing Date”), of the previously announced acquisition of Terminix Global Holdings, Inc., a Delaware corporation (“Terminix”), pursuant orto the Agreement and Plan of Merger (the “~~Company~~Agreement and Plan of Merger”) dated as of December 13, ~~held~~2021, ~~its~~by ~~special~~and ~~meeting~~among ofTerminix, ~~stockholders~~Rentokil Initial plc (“Rentokil onInitial”), ~~October~~Rentokil 6Initial US Holdings, ~~2022~~Inc., ~~(the~~a ~~“special~~wholly ~~meeting~~owned subsidiary of Rentokil Initial (“Bidco”)., Leto AHoldings ~~definitive~~I, ~~merger~~Inc., ~~proxy~~a ~~statement~~direct, onwholly ~~Schedule~~owned ~~14A~~subsidiary ~~with~~of ~~respect~~Bidco to(“Merger ~~the~~Sub I”) ~~special~~and ~~meeting~~Leto ~~(the~~Holdings II, LLC, a direct, wholly owned subsidiary of Bidco (“~~Definitive~~Merger ~~Proxy~~Sub ~~Statement~~II”), ~~was~~as ~~filed~~amended ~~with~~by ~~the~~Amendment UNo.S. ~~Securities~~1 to the Agreement and ~~Exchange~~Plan ~~Commission~~of Merger, dated as of March 14, 2022 (the “Amendment,” and, together with the Agreement and Plan of Merger, the “~~SEC~~Merger Agreement”). On onthe ~~September~~Closing 7Date, ~~2022.~~pursuant ~~Descriptions~~to ofthe ~~each~~terms of the ~~proposals~~Merger ~~voted~~Agreement, ~~upon~~(1) atMerger ~~the~~Sub ~~special~~I ~~meeting~~merged ~~are~~with ~~contained in~~and into Terminix (the ~~Definitive~~“First Merger”), ~~Proxy~~with ~~Statement.~~Terminix Atsurviving the ~~close~~First ofMerger ~~business~~as ona ~~September 6~~direct, ~~2022~~wholly owned subsidiary of Bidco, and (2) immediately following the ~~record~~effective ~~date~~time of the ~~special~~First ~~meeting~~Merger (such time, the ~~Company~~“First Effective Time”), ~~had~~Terminix ~~121~~merged with and into Merger Sub II (such merger,~~553~~ the “Second Merger,~~067~~” such ~~shares~~time, ofthe ~~common~~“Second ~~stock~~Effective ~~issued~~Time,” and, ~~outstanding.~~together ~~The~~with ~~holders~~the ofFirst Merger, the “Transaction”), with Merger Sub II surviving the Second Merger as a ~~total~~direct, wholly owned subsidiary of 91Bidco and an indirect,~~816,289~~ ~~shares~~wholly owned subsidiary of ~~common~~Rentokil ~~stock~~Initial ~~were~~(the ~~present~~“Surviving atCompany”). In connection with the ~~special~~Second ~~meeting~~Merger, ~~either~~the inSurviving ~~person~~Company orwas byrenamed ~~proxy~~Terminix Holdings, ~~which~~LLC. ~~constituted~~The aevents ~~quorum~~described in ~~for~~this Current Report on Form 8-K occurred in connection with the ~~purpose~~consummation of the ~~special meeting~~Transaction.

~~The~~Item ~~following~~1.02. isTermination ~~a summary~~ of ~~the~~Material ~~voting~~Definitive ~~results with respect to each of the proposals, including the number of votes cast for and against, and the number of abstentions~~Agreements.

~~The~~On ~~proposal~~the toClosing ~~adopt~~Date, ~~the Agreement~~in ~~and~~connection ~~Plan~~with the completion of ~~Merger~~the Transaction, ~~dated~~Terminix aspaid ofall ~~December~~amounts 13owed, ~~2021,~~and asterminated ~~amended~~all bycommitments ~~Amendment~~outstanding ~~No. 1~~under, that certain Credit Agreement, dated as of ~~March~~July 141, ~~2022~~2014, ~~(the “Merger Agreement”)~~ by and among The Terminix Company, ~~Rentokil~~LLC, ~~Initial~~the ~~plc~~lenders ~~(“Rentokil~~and ~~Initial”),~~other ~~Rentokil~~parties ~~Initial~~thereto USand ~~Holdings, Inc.,~~JPMorgan ~~Leto~~Chase ~~Holdings I~~Bank, ~~Inc.,~~as administrative and ~~Leto~~collateral ~~Holdings~~agent. IIIn connection therewith, ~~LLC~~all ~~was~~guarantees ~~approved~~of byand liens securing the ~~following~~obligations ~~vote:~~thereunder were terminated.

For		Against		Abstain
91,711,083		52,404		52,802

Item 2.01.

Completion of Acquisition or Disposition of Assets.

~~The~~On ~~proposal~~the toClosing ~~approve~~Date, ~~on a~~Terminix ~~non-binding,~~completed ~~advisory~~the ~~basis,~~Transaction. At the ~~compensation~~First ~~that~~Effective ~~may~~Time, beeach ~~paid~~share orof ~~become~~common ~~payable~~stock toof Terminix’s ~~named~~(“Terminix ~~executive~~common ~~officers~~stock”), ~~that~~par isvalue $0.01 per ~~based~~share, onissued orand ~~otherwise~~outstanding ~~relates~~(other tothan ~~the~~certain ~~transactions~~excluded ~~contemplated~~shares byas described in the Merger Agreement) was ~~approved~~converted byinto the ~~following~~right ~~vote~~to receive, at the prior election of each holder (each, an “Election”) and subject to certain allocation and proration provisions of the Merger Agreement, either:

For		Against		Abstain
90,518,255		1,264,940		33,094

a number of American depositary shares of Rentokil Initial (“Rentokil Initial ADSs”) (each representing a beneficial interest in five ordinary shares of Rentokil Initial) equal to (A) 1.0619 (the “Exchange Ratio”) plus (B) the quotient of $11.00 (the “Per Share Cash Amount”) and the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for October 10, 2022, the trading day that was two trading days prior to the Closing Date (such price, the “Rentokil Initial ADS Price,” and such number of Rentokil Initial ADSs, the “Stock Consideration”); or

~~Item~~· 8an amount in cash, without interest and in U.01S. ~~Other~~dollars, ~~Events~~equal to (A) the Per Share Cash Amount plus (B) the product of the Exchange Ratio and the Rentokil Initial ADS Price (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”).

~~Press~~The ~~Release~~Election deadline for the Merger Consideration was 5 p.m. Eastern Time on October 6, 2022. Based on the final results of the Elections and the terms of the Merger Agreement:

On· ~~October~~holders 6,of ~~2022~~82,919,979 ~~the~~shares ~~Company~~of ~~issued~~Terminix acommon ~~press~~stock ~~release~~elected ~~announcing~~to ~~the results~~receive ofStock ~~the~~Consideration ~~special~~or ~~meeting.~~did Anot ~~copy~~make ofan ~~the~~Election ~~press~~and ~~release~~thus iswere ~~attached~~deemed ~~hereto~~to ashave ~~Exhibit~~made ~~99.1~~an Election to receive Stock Consideration, and each such holder is ~~incorporated~~entitled ~~herein~~to byreceive ~~reference~~in respect of such shares, in accordance with the allocation and proration mechanisms in the Merger Agreement, 1.4899 Rentokil Initial ADSs per share of Terminix common stock; and

Redemption of 7.45% Notes due 2027 and 7.25% Notes due 2038

On October 6, 2022, The Terminix Company, LLC, an indirect, wholly owned subsidiary of the Company, exercised its optional redemption rights to redeem all of its outstanding (i) 7.45% Notes due 2027 and (ii) 7.25% Notes due 2038 (collectively, the “Notes”). The date fixed for the redemption of the Notes is November 7, 2022 (the “Redemption Date”). Each series of Notes will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the applicable series of Notes to be redeemed and (ii) the sum of the present values of each Remaining Scheduled Payment (as defined in the Notes) thereon discounted to the Redemption Date, on a semiannual basis, at a rate equal to the Treasury Yield (as defined in the Notes) plus 20 basis points, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. The foregoing does not constitute a notice of redemption with respect to the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release, dated October 6, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* * *

~~Additional~~· ~~Information~~holders ~~About~~of ~~The~~38,693,211 ~~Transaction~~shares ~~And~~of ~~Where~~Terminix Tocommon ~~Find~~stock Itelected to receive Cash Consideration, and each such holder is entitled to receive in respect of such shares, in accordance with the allocation and proration mechanisms in the Merger Agreement, (i) 0.1447 Rentokil Initial ADSs per share of Terminix common stock and (ii) $34.57 in cash per share of Terminix common stock.

InEach ~~connection with the acquisition of~~ Terminix bystockholder ~~Rentokil~~will ~~Initial (such~~receive ~~acquisition,~~cash ~~the “Transaction”), Rentokil Initial has filed with the SEC a registration statement on Form F-4~~in ~~(the~~U.S. ~~“Registration~~dollars ~~Statement”), which includes a proxy statement of Terminix that also constitutes a prospectus of Rentokil Initial~~ (~~the~~without ~~“proxy statement/prospectus”~~interest). ~~The SEC declared the Registration Statement effective on September 7, 2022. On September 7, 2022, Terminix filed its Definitive Proxy Statement with the SEC~~ in ~~connection~~lieu ~~with the Transaction. Each~~ of ~~Rentokil~~ Initial and Terminix have filed and may file other relevant documents in connection with the Transaction. The Definitive Proxy Statement was first sent to the shareholders of Terminix on September 8, 2022. Rentokil Initial has also filed a shareholder proxy circular in connection with the Transaction with applicable securities regulators in the United Kingdom and the shareholder proxy circular was first sent to Rentokil Initial’s shareholders on or about September 8, 2022. This communication is not a substitute for any ~~registration statement,~~fractional ~~proxy statement/prospectus or other documents~~ Rentokil Initial ~~and/or~~ADSs ~~Terminix~~that ~~filed~~such orstockholder ~~may~~would ~~file~~otherwise ~~with~~receive ~~the SEC~~ in ~~connection with~~ the Transaction. ~~BEFORE~~Any ~~MAKING~~cash ~~ANY~~amounts ~~VOTING~~to OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL INITIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT 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 TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL INITIAL, THE TRANSACTION AND RELATED MATTERS. The Registration Statement and Definitive Proxy Statement are, and the other documents filed by Rentokil Initial and Terminix with the SEC, when filed, will be~~, available~~ ~~free~~received ~~of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the Definitive Proxy Statement and other documents filed with the SEC~~ by ~~Terminix~~a ~~online at investors.terminix.com, upon written request delivered to~~ Terminix atstockholder ~~150~~in ~~Peabody~~lieu 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 are able to obtain free copies of ~~the~~any ~~Registration~~fractional ~~Statement, Definitive Proxy Statement, shareholder proxy circular and other documents filed with the SEC and applicable securities regulators in the United Kingdom by~~ Rentokil Initial ~~online~~ADSs atwill https://www.rentokil-initial.com, upon written request delivered to Rentokil Initial at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention: Peter Russell, or by calling Rentokil Initial by telephone at +44 (0) 7811 270734 or by email at investor@rentokil-initial.com. The information included on, or accessible through, Rentokil Initial’s or Terminix’s website is not incorporated by reference into this communication. This communication 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~~rounded ~~would~~down ~~be unlawful prior~~ to ~~appropriate registration or qualification under~~ the ~~securities~~nearest ~~laws of any such jurisdiction~~cent. ~~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 inaddition, under the ~~Solicitation~~Merger ofAgreement, ~~Proxies~~at the First Effective Time:

~~This~~· ~~communication~~each isoutstanding ~~not a solicitation of proxies in connection with the Transaction. However, under SEC rules,~~ Terminix, ~~Rentokil~~equity ~~Initial,~~award ~~and~~that ~~certain~~was ofthen ~~their~~vested ~~respective~~was ~~directors,~~converted ~~executive~~into ~~officers and other members of~~ the ~~management~~right ~~and employees may be deemed~~ to bereceive ~~participants~~an inamount ~~the solicitation of proxies~~ in ~~connection~~cash ~~with~~equal ~~the~~to 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~~Cash onConsideration ~~March~~(for 1,Terminix ~~2022,~~stock available at investors.terminix.com and www.sec.gov. Information about Rentokil Initial’s directors and executive officers may be found on its website at https://www.rentokil-initial.com and in its 2021 Annual Report filed with applicable securities regulators in the United Kingdom on March 30options, ~~2022,~~less available on its website at https://www.rentokil-initial.com. The information included on, or accessible through, Rentokil Initial’s or Terminix’s website is not incorporated by reference into this communication. 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 Transaction is included in the Definitive Proxy Statement and shareholder proxy circular and other relevant materials filed with the SEC and applicable ~~securities~~ ~~regulators~~exercise ~~in the United Kingdom.~~price);

each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) (i) for Terminix stock options and Terminix time-vesting restricted stock units, each such award was converted into a number of options and time-vesting restricted stock units, respectively, covering 1,434,866 Rentokil Initial ADSs in the aggregate, (ii) for Terminix performance-based restricted stock units (“Terminix PSUs”) granted prior to the date of the Merger Agreement, each such award was converted into a number of restricted stock units subject to time-vesting only covering 219,506 Rentokil Initial ADSs in the aggregate, calculated based on the greater of the actual level of performance metric achievement applicable to the Terminix PSUs or target performance achievement, as determined by the Terminix board of directors and (iii) for Terminix PSUs granted after the date of the Merger Agreement, each such award was converted into a number of performance-based restricted stock units covering 85,037 Rentokil Initial ADSs in the aggregate, calculated based on target performance achievement; and (b) otherwise will continue to vest and be settled on the same terms and conditions as applicable to the Terminix awards prior to the consummation of the Transaction (except that, consistent with the Terminix equity plan, such unvested converted awards will fully vest upon a qualifying termination of employment occurring after the consummation of the Transaction); and

each outstanding Terminix director deferred share equivalent (“Terminix DSE”) was converted into an amount in cash equal to the Cash Consideration, and otherwise was paid on the same terms and conditions as applicable under the Terminix DSE award agreement.

The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement and Plan of Merger and the Amendment, which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K. The information contained in the Explanatory Note and Item 3.01 of this Current Report on Form 8-K and Exhibits 2.1 and 2.2 to this Current Report on Form 8-K are incorporated into this Item 2.01 by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, in connection with the completion of the Transaction, Terminix notified the New York Stock Exchange (the “NYSE”) that the Transaction had been completed and requested that trading of Terminix common stock be suspended prior to the opening of trading on the Closing Date. In addition, Terminix requested that the NYSE file with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration on Form 25. In accordance with Terminix’s request, the NYSE filed a Form 25 to delist the Terminix common stock from the NYSE and deregister Terminix common stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the suspension of the Surviving Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act and the termination of the registration of Terminix common stock under Section 12(g) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.

~~Information~~Item ~~Regarding~~3.03. ~~Forward-Looking~~Material ~~Statements~~Modifications to Rights of Security Holders.

~~This~~At ~~communication contains forward-looking statements as that term is defined in Section 27A of~~ the ~~Securities~~First ~~Act~~Effective ~~of 1933~~Time, aseach ~~amended,~~holder ~~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 Transaction may not be satisfied; the occurrence of any event that can give rise to termination of the Transaction; Rentokil Initial is unable to achieve the synergies and value creation contemplated by the Transaction; Rentokil Initial is unable to promptly and effectively integrate Terminix~~’s businesses;~~ ~~management’s~~common time and attention is diverted on Transaction related issues; disruption from the Transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of Rentokil Initial decline following the Transaction; legal proceedings are instituted against Terminix or Rentokil Initial; Terminix or Rentokil Initial is unable to retain or hire key personnel; the announcement or the consummation of the proposed Transaction has a negative effect on the market price of the capital stock ofissued ~~Terminix or Rentokil Initial or on Terminix’s or Rentokil Initial’s operating results; evolving legal, regulatory~~ and ~~tax~~outstanding ~~regimes; changes~~immediately inprior ~~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)~~First ~~pandemic~~Effective ~~(the~~Time “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 Initial or Terminix to successfully recover from a disaster or (other ~~business~~than ~~continuity~~certain ~~problem~~excluded ~~due~~shares to a hurricane, flood, earthquake, terrorist attack, war, conflict, 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~~described ~~COVID-19 pandemic; the impact of public health crises,~~in ~~such as pandemics (including~~ the ~~COVID-19~~Merger ~~pandemic~~Agreement) ~~and~~ceased ~~epidemics and any related company or governmental policies and actions~~ to ~~protect the~~have ~~health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including~~ any ~~quarantine,~~rights ~~“shelter~~as ina ~~place,”~~holder “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 Transaction will harm Rentokil Initial’s or Terminix’s business, including current plans and operations; certain restrictions during the pendency of ~~the Transaction that may impact Rentokil Initial’s or~~ Terminix’s ~~ability~~common to pursue certain business opportunities or strategic transactions; Rentokil Initial’s or Terminix’s ability to meet expectations regarding the accounting and tax treatments of the Transaction; the risks and uncertainties discussed in the “Risks and Uncertainties” section in Rentokil Initial’s reports available on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its website at https://www.rentokil-initial.com (information included on or accessible through Rentokil Initial’s website is not incorporated by reference into this communication); 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 risksstock, ~~as well as~~ other ~~risks associated~~than ~~with~~ the ~~Transaction,~~right are more fully discussed in the Definitive Proxy Statement and shareholder proxy circular. While the list of factors presented here is, and the list of factors presented in the Definitive Proxy Statement and shareholder proxy circular is, considered representative, no such list should be considered to bereceive ~~a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to~~ the ~~realization~~Merger ~~of forward-looking statements~~Consideration. 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 communication. Except as required by law, neither Rentokil Initial nor Terminix assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01.

Changes in Control of Registrant.

At the First Effective Time, a change in control of Terminix occurred and Terminix became an indirect wholly owned subsidiary of Rentokil Initial.

The information set forth in the Explanatory Note and Items 2.01 and 5.02 is incorporated into this Item 5.01 by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, (i) effective as of the First Effective Time, the directors of Merger Sub I immediately prior to the First Effective Time shall be the directors of Terminix immediately following the First Effective Time and the officers of Terminix immediately prior to the First Effective Time shall be the officers of Terminix immediately following the First Effective Time and (ii) from and after the Second Effective Time, the directors and officers of Terminix immediately prior to the Second Effective Time shall cease to be such directors and officers, respectively, and the Surviving Company shall be managed by its sole member, Bidco.

Robert J. Riesbeck, Executive Vice President and Chief Financial Officer; David M. Dart, Senior Vice President, Chief Human Resources Officer; Deidre Richardson, Senior Vice President, General Counsel and Secretary; and Dion Persson, Senior Vice President, Strategy and Mergers & Acquisitions (the “Executives”), who are all named executive officers of Terminix will depart from Terminix effective October 27, 2022, following the successful completion of the acquisition of Terminix by Rentokil Initial. Under the conditions of their departure and subject to the execution without revocation of a release of claims and continued compliance with certain restrictive covenants, each Executive will be entitled to the severance benefits described under “Interests of Terminix’s Directors and Executive Officers in the Transaction--Severance Benefits” in Terminix’s definitive proxy statement filed with the SEC on September 7, 2022. In addition, any outstanding and unvested equity awards held by the Executives upon their departure will accelerate in full, in accordance with the terms of conditions of the applicable award agreements.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, (i) at the First Effective Time, the certificate of incorporation and the bylaws of Terminix were amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference and (ii) after giving effect to the Second Merger, the certificate of formation and limited liability company agreement of Merger Sub II continued in full force and effect as the organizational documents of the Surviving Company, each of which is filed herewith as Exhibits 3.3 and 3.4 respectively, to this Item 5.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of December 13, 2021, by and among Terminix Global Holdings, Inc., Rentokil Initial plc, Rentokil Initial US Holdings, Inc., Leto Holdings I, Inc. and Leto Holdings II, LLC (incorporated by reference to Exhibit 2.1 to Terminix’s Current Report on Form 8-K filed with the SEC on December 14, 2021).*
2.2		Amendment No. 1 to the Agreement and Plan of Merger, 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 (incorporated by reference to Exhibit 2.1 to Terminix’s Current Report on Form 8-K filed with the SEC on March 15, 2022).
3.1		Amended and Restated Certificate of Incorporation of Terminix Global Holdings, Inc.
3.2		Amended and Restated Bylaws of Terminix Global Holdings, Inc.
3.3		Certificate of Formation of Leto Holdings II, LLC.
3.4		Limited Liability Company Agreement of Leto Holdings II, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Terminix hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC; provided, that Terminix may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules or exhibits so furnished.

SIGNATURE

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 hereunto duly authorized.

	TERMINIX GLOBAL HOLDINGS, INC.
	(Registrant)
October 6, 2022	By:	/s/ Robert J. Riesbeck
		Robert J. Riesbeck
		Executive Vice President and Chief Financial Officer

Date: October 12, 2022

5 TERMINIX HOLDINGS, LLC (as successor by merger to Terminix Global Holdings, Inc.) By: RENTOKIL INITIAL US HOLDINGS, INC., its managing member By: /s/ Stuart Ingall-Tombs Name: Stuart Ingall-Tombs Title: President

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