Garda World Security Corporation
TSX : GW

Garda World Security Corporation

May 30, 2011 14:31 ET

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

MONTREAL, QUEBEC, CANADA--(Marketwire - May 30, 2011) - 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 that it took advantage of good market conditions to successfully reopen 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. acting as sole book-running manager and including Desjardins Securities Inc., Macquarie Capital Markets Canada Ltd. and UBS Securities LLC, together acting as co-lead managers, to sell C$50 million aggregate principal amount of Notes. The Notes will be issued at a price of 106.5% of their principal amount and carry a yield to maturity of 8.3%. Garda intends to use the proceeds from this offering to reimburse a significant portion of its banking debt.

"Garda is taking advantage of the excellent market position of our senior notes to secure this additional financing," said Garda Chief Financial Officer Patrick Prince. "Our improved capital structure provides the flexibility we need to pursue opportunities to grow successfully. The reopening will increase Garda's long term capital and reduce its exposure to interest rate increases in an environment where rates are predicted to go up."

"We are pleased that we were able to take advantage of this offer for long term capital. The attractive yield we secured, close to 200 bps lower than our previous notes, reflects the improved risk profile of the company," said Mr. Prince. "Along with the repayment of the term loan, Garda obtained certain modifications to its credit facilities to allow the company more flexibility for growth and acquisitions."

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 hold period. Closing of the private offering is expected to occur on or about June 2, 2011.

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 the United States or Canada 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 or the solicitation of an offer to buy, nor there be 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 Garda's future outlook and anticipated events, business, operations, financial performance, financial condition or results 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. In particular, statements regarding the company's future operating results and economic performance and its objectives and strategies are forward-looking statements. 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, or 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 (described at section "Risks and Uncertainties" of the management discussion and analysis for the interim period ended April 30, 2011) that could cause actual results to differ materially from what Garda currently expects. These factors include the growth management, the market competition, the cost of financing, government regulations, the collective bargaining, currency fluctuations, the credit risk, the reputational risk and the 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.

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 and the 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 Corporation 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.gardaglobal.com.

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