Cintas UniFirst Merger

Cintas Corporation (CTAS) said in a Form 8-K on March 10, 2026, that it will acquire UniFirst Corporation (UNF) for $310 a share, valuing the transaction at $5.5 billion. The company expects the deal to be accretive to Cintas’ earnings per share (EPS) by the end of the second full year after closing.

Deal Terms, Financing, and Strategic Outlook

Under the agreement, UniFirst common shareholders will receive $155 in cash plus 0.7720 Cintas common shares for each UniFirst common share. UniFirst Class B shares will receive no separate consideration. The transaction will proceed as a two-step merger: Merger Sub Inc. will merge into UniFirst, followed by UniFirst merging into Merger Sub LLC.

Cintas secured a $2.85 billion senior unsecured 364-day bridge loan from Morgan Stanley Senior Funding, KeyBank, and Wells Fargo. This will be supplemented by cash on hand and committed credit, resulting in a pro forma net leverage of 1.5 times debt to EBITDA at closing. UniFirst equity awards, including restricted stock units (RSUs), stock appreciation rights (SARs), and performance stock units (PSUs), will convert into Cintas awards based on an Equity Award Conversion Ratio.

Management projects about $375 million in operating-cost synergies within four years, targeting savings across materials, production, service, and selling, general, and administrative expenses (SG&A). Including these synergies, the transaction values UniFirst at roughly an 8.0 times run-rate trailing 12-month EBITDA multiple. The combination will integrate uniform, facility-services, and first-aid/safety offerings to serve approximately 1.5 million North American customer locations, optimizing routes, plant footprint, and technology.

Approvals, Timing, and Deal Protections

The boards of both companies unanimously approved the agreement, which is supported by a Croatti-family voting agreement covering about two-thirds of UniFirst’s voting power. The merger requires UniFirst shareholder approval and customary regulatory clearances. Cintas will file a Form S-4 registration and proxy/prospectus statement. The deal is subject to standard conditions, including no material uncured breach and no adverse change in UniFirst’s board recommendation.

The merger may be terminated by mutual consent or on January 10, 2027, with potential automatic extensions of up to eight months under specified conditions. UniFirst must pay Cintas a $213 million termination fee if a superior proposal emerges. Conversely, Cintas would owe UniFirst a $350 million reverse termination fee if antitrust action blocks the deal.

A joint press release at 6:30 a.m. ET on March 11, 2026, announced the transaction. Cintas President and Chief Executive Officer Todd Schneider said, "This agreement marks a critical step in realizing substantial value for shareholders and customers." Engine Capital, a 3.2% UniFirst shareholder, issued a statement supporting the transaction at 7:40 a.m. ET.