Garda World Security Corporation
TSX : GW

Garda World Security Corporation

January 27, 2012 16:20 ET

Garda Announces a Private Offering of C$50 Million Senior Notes Due 2017

MONTREAL, QUEBEC, CANADA--(Marketwire - Jan. 27, 2012) - Garda World Security Corporation ("Garda") (TSX:GW), one of the leading Security Solutions, Cash Logistics and Global Risk Consulting firms in the world, announced today the successful reopening of its offering of senior unsecured notes due 2017 (the "Notes"). Garda has entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and UBS Securities LLC, acting as Joint Lead Book Running Managers, including Desjardins Securities Inc. and Macquarie Capital Markets Canada Ltd., together acting as Lead Managers, with GMP Securities as Co-Manager, to sell C$50 million aggregate principal amount of Notes. The Notes will be issued at a price of 102% of their principal amount and carry a yield to maturity of 9.25% per year. Garda intends to use the net proceeds from this offering to reimburse a significant portion of its banking debt, including the bridge facility.

"The net proceeds received from the issuance of the Notes will be used to repay our bank debt," said Garda Senior Vice President and Chief Financial Officer Patrick Prince. "It is a prelude to a complete refinancing of our banking agreements presently underway. We have taken advantage of favorable market conditions to generate funds to fuel our future growth."

The issuance of the Notes pursuant to the private placement is subject to customary closing conditions. Furthermore, the Notes issued under the private placement will be subject to a statutory four-month and one day hold period. Closing of the private offering is expected to occur on or about January 31, 2012.

The Notes are being offered in reliance on the accredited investor exemption in Canada. The Notes have not been and will not be registered under the securities laws of Canada or under the United States Securities Act of 1933, as amended, and may not be offered or sold in Canada or the United States without registration or an applicable exemption from registration requirements or an applicable exemption from the prospectus requirements of Canadian securities legislation.

This press release does not constitute an offer to sell nor the solicitation of an offer to buy, and any sale of any of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the fulfilment of the closing conditions and the anticipated closing date and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which Garda believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to the company, they may prove to be incorrect. The company cautions the reader that the current adverse economic conditions make forward-looking information and the underlying assumptions subject to greater uncertainty and that, consequently, they may not materialize, and the results may significantly differ from the company's expectations. It is impossible for Garda to predict with certainty the impact that the current economic downturn may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to materially differ from what Garda currently expects. These factors include growth management, market competition, cost of financing, government regulations, collective bargaining, currency fluctuations, credit risk, reputational risk and financial covenants risk, many of which are beyond the company's control. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Although the company may decide to do so, nothing obliges the company (and it expressly rejects such obligation) to update and modify this forward-looking information prior to the next trimester.

ABOUT GARDA

Garda (TSX:GW) is a global provider of Security Solutions, Cash Logistics and Global Risk Consulting. With headquarters in Montreal, Canada, the firm's 45,000 dedicated professionals, among the most highly qualified and best-trained in the industry, serve clients in countries throughout North America, Europe, Latin America, Africa, Asia, and the Middle East. Garda works with clients in a broad range of sectors and industries including financial institutions, retailers, manufacturers, insurance companies, governments, humanitarian relief organizations, natural resources, construction and telecommunications.

The company's decentralized management philosophy and structure encourages employees to be entrepreneurial and performance-driven in their approach to client service and the pursuit of excellence in all they do. Garda's global experts take the time to fully understand their clients' business goals and objectives in order to customize solutions with strong local engagement that meet their needs.

As a result, clients can improve operational performance, meet their business obligations, and achieve their corporate objectives. With proven experience and a commitment to ensuring the highest ethical standards in everything the company does, Garda has earned a reputation for integrity, leadership and uncompromising safety standards. Most importantly, businesses, governments, and individual clients place their trust in Garda. For more information, visit: www.garda.com.

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