Filed Pursuant to Rule 424(b)(5)
Registration No. 333-240362
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 4, 2020)
$1,200,000,000
Cintas Corporation No. 2
$400,000,000 3.450% Senior Notes due 2025
$800,000,000 4.000% Senior Notes due 2032
Fully and Unconditionally Guaranteed by
Cintas Corporation
We are offering
$400,000,000 aggregate principal amount of 3.450% senior notes due 2025, which we refer to as the 2025 notes, and $800,000,000 aggregate principal amount of 4.000% senior notes due 2032, which we refer to as the 2032 notes.
We refer to the 2025 notes and the 2032 notes, collectively, as the notes.
We will pay interest on the notes on May 1 and November
1 of each year, beginning on November 1, 2022. The 2025 notes will mature on May 1, 2025. The 2032 notes will mature on May 1, 2032. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 above that amount.
We intend to use the net proceeds from this offering to (i) redeem all of our outstanding 3.250% Senior Notes due 2022, which we refer to as
the 3.250% notes, and (ii) repay outstanding borrowings under our revolving credit facility. We intend to use any remaining net proceeds from this offering for general corporate purposes.
We have the option to redeem some or all of the notes at any time and from time to time, as described under the heading Description of the
NotesOptional Redemption. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the
date of purchase. See Description of the NotesOffer to Repurchase Upon a Change of Control Repurchase Event.
The notes will
be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured and unsubordinated indebtedness, but will be effectively junior to any secured indebtedness that we may incur in the future to the
extent of the value of the assets securing such indebtedness. The notes will be unconditionally guaranteed, jointly and severally, by Cintas Corporation and certain of its subsidiaries. For a more detailed description of the notes, see
Description of the Notes.
Neither the Securities and Exchange Commission, which we refer to as the SEC, nor any state
securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
See Risk Factors beginning on page S-7 of this prospectus
supplement and the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021, which are incorporated by reference herein, for a discussion of certain risks that you
should consider in connection with an investment in the notes.
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Per 2025 Note |
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Total |
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Per 2032 Note |
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Total |
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Public offering price(1) |
|
|
99.978 |
% |
|
$ |
399,912,000 |
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|
99.943 |
% |
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$ |
799,544,000 |
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Underwriting discount |
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0.350 |
% |
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$ |
1,400,000 |
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|
0.650 |
% |
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$ |
5,200,000 |
|
Proceeds (before expenses) to Cintas Corporation No. 2 |
|
|
99.628 |
% |
|
$ |
398,512,000 |
|
|
|
99.293 |
% |
|
$ |
794,344,000 |
|
(1) |
Plus accrued interest, if any, from May 3, 2022, if settlement occurs after that date. |
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes offered hereby in book-entry form through The Depository Trust Company on or about May 3, 2022.
Joint Book-Running Managers
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KeyBanc Capital Markets |
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MUFG |
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Wells Fargo Securities |
Co-Managers
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US Bancorp |
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PNC Capital Markets LLC |
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Fifth Third Securities |
The date of this prospectus supplement is April 26, 2022.