Item 1.02. Termination of Material Definitive Agreements.

On the Closing Date, in connection with the completion of the Transaction, Terminix paid all amounts owed, and terminated all commitments outstanding under, that certain Credit Agreement, dated as of July 1, 2014, by and among The Terminix Company, LLC, the lenders and other parties thereto and JPMorgan Chase Bank, as administrative and collateral agent. In connection therewith, all guarantees of and liens securing the obligations thereunder were terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On the Closing Date, Terminix completed the Transaction. At the First Effective Time, each share of common stock of Terminix ("Terminix common stock"), par value $0.01 per share, issued and outstanding (other than certain excluded shares as described in the Merger Agreement) was converted into the right 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:

· 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

· an amount in cash, without interest and in U.S. dollars, 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").

The 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:

· holders of 82,919,979 shares of Terminix common stock elected to receive Stock


   Consideration or did not make an Election and thus were deemed to have made an
   Election to receive Stock 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, 1.4899 Rentokil Initial ADSs per
   share of Terminix common stock; and




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· holders of 38,693,211 shares of Terminix common stock elected 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.

Each Terminix stockholder will receive cash in U.S. dollars (without interest) in lieu of any fractional Rentokil Initial ADSs that such stockholder would otherwise receive in the Transaction. Any cash amounts to be received by a Terminix stockholder in lieu of any fractional Rentokil Initial ADSs will be rounded down to the nearest cent.

In addition, under the Merger Agreement, at the First Effective Time:

· each outstanding Terminix equity award that was then vested was converted into


   the right to receive an amount in cash equal to the Cash Consideration (for
   Terminix stock options, less the applicable exercise 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 . . .

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.





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Item 3.03. Material Modifications to Rights of Security Holders.

At the First Effective Time, each holder of Terminix common stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares as described in the Merger Agreement) ceased to have any rights as a holder of Terminix common stock, other than the right to receive the Merger Consideration.

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



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Exhibit   Description of Exhibit
No.
  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.





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