罗林斯公司美股招股说明书(2025-05-06版)

were issued in a transaction not requiring registration under the Securities Act of 1933, as amended (the “Securities Act”), fora like amount of our 5.250% Senior Notes due 2035 (the “exchange notes” and, together with the initial notes, the “notes”)that have been registered under the Securities Act; •The exchange offer will expire at 5:00 p.m., New York City time, on June 4, 2025, unless extended. We refer to such date, orthe latest date to which the exchange offer has been extended, as the “expiration date.” •If all the conditions to the exchange offer are satisfied, we will exchange our initial notes that are validly tendered and notwithdrawn prior to the expiration date in the exchange offer for the exchange notes.•You may withdraw your tender of initial notes at any time before the expiration date of the exchange offer. •The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initialnotes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.•We will not receive any cash proceeds from the exchange offer. •There is no active trading market for the initial notes, and the exchange notes that we will issue you in exchange for yourinitial notes are new securities with no established market for trading. We have not applied, and do not intend to apply, for listing or quotation of the notes on any securities exchange or automated quotation system and therefore, no active public market for the exchange notes is currently anticipated.Terms of the Exchange Notes •The exchange notes will mature on February 24, 2035. Interest on the exchange notes will accrue at the rate of 5.250% perannum. •We will pay interest on the exchange notes semi-annually in arrears on February 24 and on August 24 of each year,commencing on August 24, 2025, to holders of record on August 9 or February 9, as the case may be, immediately precedingthe relevant interest payment date. senior indebtedness from time to time outstanding, including borrowings under our Credit Facility (as defined below), andeffectively junior to any of our secured indebtedness to the extent of the value of the property or assets securing such indebtedness.•The exchange notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries, including trade payables.You should carefully consider the risk factors beginning on page10of this prospectus and the section titled “Risk We are conducting the exchange offer in order to provide you with an opportunity to exchange your initial notes for freelytradable exchange notes that have been registered under the Securities Act . All untendered outstanding initial notes will continue to besubject to the restrictions on transfer set forth in the outstanding initial notes and in the indenture governing the notes. In general, the transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Other than inconnection with the exchange offer, we do not currently intend to register the initial notes under the Securities Act. TABLE OF CONTENTSIncorporation of Documents By ReferenceForward-Looking Statements Risk FactorsUse of ProceedsTerms of the Exchange Offer Where You Can Find More InformationWe have not authorized anyone to give you any information or to make any representations about us or the transactions wediscuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about thesematters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a time of delivery of this prospectus or any sale of these securities.Each prospective purchaser of the exchange notes must comply with all applicable laws and regulations in force in anyjurisdiction in which it purchases, offers or sells the exchange notes or possesses or distributes this prospectus and must obtain anyconsent, approval or permission required by it for the purchase, offer or sale by it of the exchange notes under the laws and regulations responsibility therefor. Unless otherwise indicated or the context otherwise requires, references in this prospectus to “we,” “us,” “our” and the“Company” refer to Rollins, Inc. together with its consolidated subsidiaries. i INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to incorporate by reference the information we have filed with it, which means that we can disclose importantinformation to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement somodified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Thedocuments w