罗林斯公司美股招股说明书(2025-05-06版)

Terms of the Exchange Offer •We are offering to exchange up to $500,000,000 of our outstanding 5.250% Senior Notes due 2035 (the “initial notes”) thatwere 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”) •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 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.•The exchange notes will be our senior unsecured indebtedness and rank equally in right of payment with all of our othersenior 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 suchindebtedness.•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 “RiskFactors” in our annual report on Form 10-K for the year ended December 31, 2024, before participating in the exchange offer. 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, theinitial notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer will be deemed toacknowledge that it will deliver a prospectus in connection with any resale of such exchange notes and by so acknowledging and by None of the Securities and Exchange Commission (the “SEC”), any state securities commission or other regulatoryagency has approved or disapproved of the initial notes, the exchange notes or the exchange offer or determined if this The date of this prospectus is May 6, 2025 TABLE OF CONTENTS Incorporation of Documents By ReferenceForward-Looking StatementsSummaryRisk FactorsUse of ProceedsTerms of the Exchange OfferDescription of Other IndebtednessDescription of the NotesCertain U.S. Federal Income Tax ConsiderationsPlan of DistributionLegal MattersExpertsWhere You Can Find More Information We 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 asolicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities underapplicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairssince the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules and Each prospective purchaser of the exchange notes must comply with all applicable laws and regulations in force in anyjurisdiction in w