8-KMaterial AgreementsExhibits & Filings

CINTAS CORP 8-K Report, Material Agreement (Aug 21, 2006)

Filed August 21, 2006For Securities:CTAS

Summary

Cintas Corporation (CTAS) has filed an 8-K report detailing a significant financing event: the issuance of $250 million in aggregate principal amount of 6.15% Senior Notes due August 15, 2036. These notes are issued by Cintas Corporation No. 2, a wholly-owned subsidiary, and are guaranteed by Cintas Corporation and certain other subsidiary guarantors. The primary purpose of this debt issuance is to repay a portion of Cintas Corporation No. 2's outstanding commercial paper borrowings, which approximated $388.5 million at the time, with a weighted average interest rate of approximately 5.28%. The net proceeds from the note offering are expected to be around $246.2 million. This move signifies Cintas' strategy to refinance short-term debt with longer-term, fixed-rate obligations, potentially offering greater financial stability and predictability regarding interest expenses.

Key Highlights

  • 1Cintas Corporation issued $250 million in 6.15% Senior Notes due 2036 through its subsidiary Cintas Corporation No. 2.
  • 2The net proceeds of approximately $246.2 million will be used to repay outstanding commercial paper borrowings.
  • 3The notes are guaranteed by Cintas Corporation and certain subsidiary guarantors.
  • 4The offering was made under a registration statement on Form S-3.
  • 5The Indenture includes covenants that limit the ability of Cintas entities to incur liens, engage in sale-leaseback transactions, and merge or sell assets.
  • 6A change of control event, if the notes are rated below investment grade, triggers a mandatory repurchase offer at 101% of the principal amount.
  • 7The company retains the right to redeem the notes, subject to certain conditions and make-whole provisions.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce Cintas Corporation's entry into a material definitive agreement for the issuance and sale of $250 million of 6.15% Senior Notes due 2036. This issuance is intended to refinance a portion of the company's outstanding commercial paper.

Cintas expects to receive approximately $246.2 million in net proceeds after deducting underwriting discounts and estimated offering expenses from the $250 million aggregate principal amount of Senior Notes.

The new Senior Notes have a principal amount of $250 million, a fixed interest rate of 6.15% per annum, and mature on August 15, 2036. Interest is payable semiannually on February 15 and August 15, commencing February 15, 2007. The notes are issued by Cintas Corporation No. 2 and guaranteed by Cintas Corporation and certain subsidiaries.

Yes, the Indenture governing the notes includes covenants that restrict Cintas entities from incurring certain liens, engaging in sale-leaseback transactions, and merging or selling substantially all assets. Additionally, a 'change of control' event may trigger a mandatory repurchase offer to noteholders if the notes are downgraded below investment grade.