Garda World Security Corporation

Garda World Security Corporation

March 31, 2017 18:15 ET

Garda World Security Corporation Commences Cash Tender Offer and Related Consent Solicitation for its Outstanding Senior Notes due 2021

MONTREAL, QUEBEC--(Marketwired - March 31, 2017) - Garda World Security Corporation (the "Company") announced today that it has commenced a cash tender offer (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"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated the date hereof (as it may be amended or supplemented from time to time, the "Statement"), and in the related Letter of Transmittal and Consent (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, collectively with the Statement, the "Offer Documents"). In connection with the Offer, and on the terms and subject to the conditions set forth in the Offer Documents, the Company is soliciting consents (the "Consent Solicitation") of holders of Notes to authorize the elimination of most of the restrictive covenants and certain of the events of default contained in the indenture (the "Indenture") governing the Notes (the "Proposed Amendments"). Holders may not tender their Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their related Notes. A valid withdrawal of tendered Notes at or before the Withdrawal Deadline (as defined hereinafter) will constitute the valid revocation of consents.

The early tender deadline is 5:00 p.m., New York City time, on April 13, 2017 (such time and date, as it may be extended, the "Early Tender Deadline"), and the Offer will expire at 12:00 midnight, New York City time, on April 27, 2017 (such time and date, as it may be extended, the "Expiration Time"), in each case, unless earlier terminated by the Company. Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on April 13, 2017 (such time and date, as it may be extended, the "Withdrawal Deadline") but not thereafter, except as required by law. The Company may extend the Early Tender Deadline without extending the related Withdrawal Deadline.

The table below summarizes certain payment terms of the Offer and the Consent Solicitation:

CUSIP Nos. /ISINs Outstanding
Principal
Amount of
Notes
Description
of
Notes
Tender
Offer
Conside-
ration*
Early
Tender Payment*
Total
Consider-
ation*
CUSIP: 36485M AG4, C36025 AC5, 36485M AJ8, C36025 AD3ISIN: US36485MAG42, USC36025AC51, US36485MAJ80, USC36025AD35 U.S.
$440,000,000
7.25% Senior
Notes due 2021
U.S. $960 U.S. $50 U.S. $1,010

* Per U.S. $1,000 principal amount of Notes.

Holders validly tendering Notes at or before the Early Tender Deadline will be eligible to receive the Total Consideration with respect to the Notes tendered. Holders validly tendering Notes after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration for such Notes, which is equal to the Total Consideration less the Early Tender Payment. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date for the Notes. The Company reserves the right, at any time following the Early Tender Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn on or before the Early Acceptance Date. If the Company elects to exercise this option, the Company will pay the Total Consideration or Tender Offer Consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Early Payment Date").

Subject to the terms and conditions of the Offer being satisfied or waived, the Company will, promptly after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn at or before the Withdrawal Deadline) (or if the Company has exercised its early purchase option as described above, all Notes validly tendered after the Early Acceptance Date and at or before the Expiration Time). The Company will pay the Total Consideration or Tender Offer Consideration, as the case may be, for Notes accepted for purchase promptly following the acceptance of such Notes for purchase (the date of such payment being referred to as the "Final Payment Date"). If 90% or more of the aggregate principal amount of the Notes are tendered and purchased in the Offer, we intend to redeem any Notes that remain outstanding in accordance with the terms of the Indenture at a price equal to the Total Consideration plus accrued and unpaid interest to, but not including, the redemption date.

The Company's obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, (i) the completion of the purchase by an affiliate of the Company of all of the stock of the Company held by funds advised by Apax Partners (the "Stock Purchase"), (ii) the consummation of the Financing Transactions (as defined in the Statement) in connection with the Stock Purchase on terms satisfactory to the Company, (iii) Notes representing at least a majority in outstanding principal amount of the Notes are properly tendered and not validly withdrawn, and the related Consents are received, and (iv) the execution and delivery by the Company and the Trustees of a supplemental indenture giving effect to the Proposed Amendments. Pursuant to the Indenture, if the Stock Purchase is completed but the Consent Solicitation is not completed, we will be obligated to make a separate Change of Control Offer (as such term is defined in the Indenture) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Change of Control Payment Date (as such term is defined in the Indenture). Neither the Financing Transactions nor the Stock Purchase is conditioned upon completion of either the Offer or the Consent Solicitation.

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

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer and the Consent Solicitation are being made only pursuant to the Offer Documents that the Company will be distributing to holders promptly. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offer and the Consent Solicitation. None of the Company, the dealer manager and the solicitation agent, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer or deliver their consents in the Consent Solicitation.

About GardaWorld

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. We will not update these statements unless applicable securities laws require us to do so. The reader should also take knowledge of the GardaWorld's Annual MD&A for the fiscal year ended January 31, 2016 and the unaudited condensed consolidated interim financial statements for the nine-month period ended October 31, 2016.

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