Rollins (ROL) Prices 38.72M Share Secondary at $35/sh

Rollins, Inc. (NYSE: ROL) today announced the pricing of a secondary public offering of 38,724,100 shares of its common stock (the "Offering") by LOR, Inc., one of the Company's existing stockholders (the "Selling Stockholder") at a price to the public of $35.00 per share. The Offering is expected to close on September 11, 2023, subject to satisfaction of customary conditions.

The underwriters will have a 30-day option to purchase up to an additional 5,785,714 shares of common stock from the Selling Stockholder. Rollins is not selling any shares and will not receive any proceeds from the Offering.

In connection with the Offering, the Selling Stockholder has entered into a lock-up agreement for a period of 365 days from the pricing date of the Offering, during which time the Selling Stockholder will be restricted from engaging in certain transactions with respect to its shares of the Company's common stock.

Subject to the closing of the Offering, the Company has agreed to repurchase 8,724,100 of the shares of common stock being offered in the Offering for approximately $300 million at the same per share price to be paid by the underwriters to the Selling Stockholder in the Offering (the "Share Repurchase"). The completion of the Share Repurchase is conditioned on, and is expected to close concurrently with, the closing of the Offering. The closing of the Offering is also conditioned on the completion of the Share Repurchase.

Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint book-running managers for the Offering.

J.P. Morgan acted as Capital Markets Advisor to the Company.

The Offering is being made pursuant to a shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on June 22, 2023. A preliminary prospectus supplement relating to and describing the terms of the Offering has been filed with the SEC and is available on the SEC's web site at www.sec.gov. Copies of the final prospectus supplement (when available) and accompanying prospectus relating to these securities may also be obtained by sending a request to: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at 1-866-471-2526 or by email at [email protected]; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street 2nd Floor, New York, New York 10014.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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