Garda World Security Corporation

Garda World Security Corporation

May 26, 2017 16:45 ET

Garda World Security Corporation Announces Results of its Offer to Purchase its Outstanding 7.25% Senior Notes due 2021

MONTREAL, QUEBEC--(Marketwired - May 26, 2017) - Garda World Security Corporation (the "Company" or "GardaWorld") announced today that as of 8:00 a.m., New York City time on May 26, 2017, which was the "Expiration Time" for the previously announced cash tender offer and consent solicitation (the "Offer") for any and all of its outstanding U.S. dollar denominated 7.25% Senior Notes due 2021 (CUSIP Nos./ISINs 36485M AG4/US36485MAG42, C36025 AC5/USC36025AC51, 36485M AJ8/US36485MAJ80 and C36025 AD3/USC36025AD35) (the "Notes"), as reported by the tender agent, U.S. $83,137,000 principal amount of the Notes had been tendered in the Offer and not validly withdrawn, representing approximately 18.89% of the aggregate outstanding principal amount of the Notes. The Company also announced that on May 26, 2017, it had accepted for purchase and purchased all Notes validly tendered and not validly withdrawn pursuant to the terms of the Offer.

Holders who validly tendered their Notes at or before 5:00 p.m. (New York City time) on April 21, 2017 (the "Early Tender Deadline") received the total consideration equal to US$1,015 per US$1,000 principal amount of Notes purchased pursuant to the Offer, plus accrued and unpaid interest from the last interest payment date up to but not including the payment date. Holders who tendered their Notes and whose Notes were accepted for purchase at or prior to the Expiration Time but after the Early Tender Deadline received the tender offer consideration equal to US$960 per US$1,000 principal amount of Notes purchased pursuant to the Offer, plus accrued and unpaid interest from the last interest payment date up to but not including the payment date.

The Offer is a separate offer from the Company's offer to purchase the Notes (the "Change of Control Offer") made pursuant to the Company's Offer to Purchase, dated April 17, 2017, as amended by press releases issued on May 8, 2017 and May 18, 2017. The Change of Control Offer was made pursuant to the indenture dated as of November 8, 2013, under which the Notes were issued in order to satisfy the requirement to make an offer to repurchase the Notes upon the occurrence of a Change of Control (as defined in the indenture).

The information agent for the Offer and consent solicitation is D.F. King & Co., Inc. Holders with questions may call the information agent, D.F. King & Co., Inc., toll-free at (800) 864-1460 or (212) 269-5550 (collect) or email garda@dfking.com. Questions regarding the terms of the Offer and consent solicitation can be directed to the dealer manager for the Offer and solicitation agent for the consent solicitation, Citigroup Global Markets Inc. (800) 558-3745 (toll-free) and (212) 723-6106 (collect).

About The Company

GardaWorld is one of the world's largest privately owned security services providers, offering a range of highly focused business solutions including cash services, protective services and aviation services. GardaWorld's more than 62,000 highly trained, dedicated professionals serve clients throughout North America, the Middle East, Africa and Europe. GardaWorld works across a broad range of sectors, including financial services, infrastructure, natural resources and retail, and services Fortune 500 companies, governments 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. 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, key personnel, government regulations, standard customer service contracts, insurance, strikes and other labor protests, information technology systems, operations outside Canada and the United States, currency fluctuations, credit risk, reputational risk, and financial covenants risk. 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. The Company will not update these statements unless applicable securities laws require the Company to do so. The reader should also take knowledge of GardaWorld's Annual MD&A and audited consolidated financial statements for the fiscal year ended January 31, 2017.

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