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Terminix Global Holdings Inc. – ‘8-K’ for 10/1/20

On:  Monday, 10/5/20, at 5:04pm ET   ·   For:  10/1/20   ·   Accession #:  1104659-20-112270   ·   File #:  1-36507

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/20  Terminix Global Holdings Inc.     8-K:2,5,7,910/01/20   15:722K                                   Toppan Merrill/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-3.1A     Articles of Incorporation/Organization or Bylaws    HTML      9K 
 3: EX-3.1B     Articles of Incorporation/Organization or Bylaws    HTML     39K 
 4: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML    115K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     85K 
 6: EX-99.2     Miscellaneous Exhibit                               HTML     19K 
11: R1          Cover                                               HTML     50K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- tm2032288d1_8k_htm                  XML     16K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 8: EX-101.LAB  XBRL Labels -- tmx-20201001_lab                      XML     99K 
 9: EX-101.PRE  XBRL Presentations -- tmx-20201001_pre               XML     66K 
 7: EX-101.SCH  XBRL Schema -- tmx-20201001                          XSD     13K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    35K 
15: ZIP         XBRL Zipped Folder -- 0001104659-20-112270-xbrl      Zip     61K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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 i 0001428875  i false  i 12-31 0001428875 2020-10-01 2020-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM  i 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 5, 2020 ( i October 1, 2020)

 

 i TERMINIX GLOBAL HOLDINGS, INC.

 

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

 

 i Delaware    i 001-36507    i 20-8738320

(State or other jurisdiction
of incorporation)

 

(Commission
File Numbers)

 

(IRS Employer
Identification Nos.)

 

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

 

( i 901)  i 597-1400 

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

 

 i SERVICEMASTER GLOBAL HOLDINGS, INC.

 

 

 

(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):

 

 i ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i ¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i ¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i ¨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      i ¨

 

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.    ¨

 

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

 

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

 

 

 C: 

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets

 

On October 1, 2020, Terminix Global Holdings, Inc., a Delaware corporation formerly known as ServiceMaster Global Holdings, Inc. (“Terminix,” “we” or the “Company”), filed a Current Report on Form 8-K accounting the completion of the previously announced sale of its ServiceMaster Brands businesses to RW Purchaser LLC, an affiliate of investment funds managed by Roark Capital Management LLC (the “Transaction”).

 

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the accompanying unaudited pro forma condensed consolidated financial statements are presented in accordance with Article 11 of Regulation S-X.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Following the completion of the Transaction, the Company filed the following instruments with the Secretary of State of the State of Delaware:

 

·A certificate of amendment to the Certificate of Incorporation of the Company (the “Charter Amendment”), which changed the name of the Company from “ServiceMaster Global Holdings, Inc.” to “Terminix Global Holdings, Inc.” (the “Name Change”). The Charter Amendment became effective as of October 5, 2020.

 

·A restated Certificate of Incorporation of the Company (the “Charter Restatement”) which reflects the Name Change. The Charter Restatement became effective as of October 5, 2020.

 

The Company also amended and restated its By-Laws (the “Amended and Restated By-Laws), effective as of October 5, 2020, to reflect the Name Change.

 

The foregoing summary descriptions of the Charter Amendment, the Charter Restatement and the Amended and Restated Bylaws are qualified in their entirety by reference to, the full texts thereof, which are attached hereto as Exhibits 3.1(a), 3.1(b) and 3.2, respectively, and are incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

  

Pro Forma Financial Information

 

The Company is providing supplemental pro forma consolidated information, attached hereto as Exhibit 99.2, reflecting the Company’s non-GAAP reconciliation of income (loss) from continuing operations to Adjusted EBITDA on a pro forma basis.

 

Use of Non-GAAP and adjusted financial information

 

The Company has included a non-GAAP financial measure in the supplemental financial information in Exhibit 99.2 to supplement the Company’s Unaudited Pro Forma Condensed Consolidated Financial Statements presented on a GAAP basis.

 

We use Adjusted EBITDA to facilitate operating performance comparisons from period to period. Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flow or liquidity. Adjusted EBITDA means income (loss) from continuing operations before: depreciation and amortization expense; acquisition-related costs; termite damage claims reserve adjustment; 401(k) Plan corrective contribution; fumigation related matters; non-cash stock-based compensation expense; restructuring and other charges; non-cash impairment of software and other related costs; (gain) loss on investment in frontdoor, inc.; provision (benefit) for income taxes; loss on extinguishment of debt; and interest expense.

 

We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by excluding potential differences caused by variations in capital structures (affecting net interest income and expense), taxation, the age and book depreciation of facilities and equipment (affecting relative depreciation expense), restructuring initiatives, acquisition activities (affecting amortization and acquisition-related costs) and equity-based, long-term incentive plans, which may vary for different companies for reasons unrelated to operating performance.

 

 C: 

 C: 2

 

 

Adjusted EBITDA is not necessarily comparable to other similarly titled financial measures of other companies due to the potential inconsistencies in the methods of calculation. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:

 

·Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

 

·Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

 

·Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;

 

·Adjusted EBITDA does not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;

 

·Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

 

·Other companies in our industries may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

 

The information in Item 7.01 of this Current Report on Form 8-K is being furnished, not filed, in accordance with the provisions of General Instruction B.2 of Form 8-K. Accordingly, the information in Item 7.01 herein will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference..

 

Item 9.01. Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information

 

The Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company giving effect to the Transaction, and the related notes thereto, are attached hereto as Exhibit 99.1.

 

The Unaudited Pro Forma Condensed Consolidated Financial Statements attached hereto as Exhibit 99.1 are not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Transaction been completed on the dates set forth therein. In addition, they are not necessarily indicative of the Company’s future results of operations or financial condition.

 

(d) Exhibits

 

Exhibit   Description
     
3.1(a)   Amendment to the Certificate of Incorporation of the Company, effective as of October 5, 2020.
     
3.1(b)   Restated Certificate of Incorporation of the Company, effective as of October 5, 2020.
     
3.2   Amended and Restated By-Laws of the Company, effective as of October 5, 2020.
     
99.1   Unaudited Pro Forma Condensed Consolidated Financial Statements of Terminix Global Holdings, Inc.
     
99.2   Supplemental Unaudited Pro Forma Financial Information.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 C: 

3

 

 

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 5, 2020 By: /s/ Anthony D. DiLucente
    Anthony D. DiLucente
    Senior Vice President and Chief Financial Officer

 

 C: 

4

 

 

EXHIBIT INDEX

 

Exhibit   Description
     
3.1(a)   Amendment to the Certificate of Incorporation of the Company, effective as of October 5, 2020.
     
3.1(b)   Restated Certificate of Incorporation of the Company, effective as of October 5, 2020.
     
3.2   Amended and Restated By-Laws of the Company, effective as of October 5, 2020.
     
99.1   Unaudited Pro Forma Condensed Consolidated Financial Statements of Terminix Global Holdings, Inc.
     
99.2   Supplemental Unaudited Pro Forma Financial Information.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 C: 

5

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:10/5/20
For Period end:10/1/208-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/22  Terminix Global Holdings Inc.     10-K       12/31/21  110:14M
 2/26/21  Terminix Global Holdings Inc.     10-K       12/31/20  119:27M
11/09/20  Terminix Global Holdings Inc.     10-Q        9/30/20  101:22M
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