Garda World Security Corporation

Garda World Security Corporation

October 28, 2013 07:56 ET

Garda World Security Corporation Announces Offering of US$300 Million Senior Notes Due 2021

MONTREAL, QUEBEC--(Marketwired - Oct. 28, 2013) - Garda World Security Corporation ("GardaWorld"), a leading cash logistics and security solutions company, announced today the commencement of a private offering of US$300.0 million aggregate principal amount of senior notes due 2021 (the "Notes"). GardaWorld intends to use the net proceeds from the Notes offering, together with the proceeds of the previously announced refinancing of its existing senior secured credit facilities, to fund the tender offers for any and all of its existing 9.75% U.S. dollar denominated senior notes due 2017 and its existing 9.75% Canadian dollar denominated senior notes due 2017, to refinance its existing credit facilities and to pay related fees and expenses. GardaWorld's new senior secured credit facilities are expected to be comprised of a seven-year US$525.0 million senior secured term loan facility (of which US$110.0 million may be drawn in connection with GardaWorld's acquisition of G4S Canada), a seven-year Cdn$150.0 million senior secured term loan facility and a five-year US$150.0 million senior secured revolving credit facility.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in the United States only to investors who are "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act and upon reliance on the accredited investor exemption in Canada.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes 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 Notes 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. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction 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.

About GardaWorld

Headquartered in Montreal, Canada, Garda World Security Corporation provides business solutions and security services around the world. Our 45,000 highly trained, dedicated professionals serve clients throughout North America, Latin America, Europe, Africa, Asia and the Middle East. Garda World Security Corporation works across a broad range of sectors, including natural resources, retail, construction, telecommunications and manufacturing, and on behalf of Fortune 500 companies, governments, NGOs and humanitarian relief organizations. For more information, visit www.garda.com.

Cautionary Statement on Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the applicable securities laws, including Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to GardaWorld'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 GardaWorld 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 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 GardaWorld to predict with certainty the impact that the current economic may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what GardaWorld 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. We will not update these statements unless applicable securities laws require us to do so.

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