Garda World Security Corporation

Garda World Security Corporation

October 22, 2013 08:53 ET

Garda World Security Corporation Commences Cash Tender Offers and Related Consent Solicitations for Outstanding U.S. Dollar Senior Notes due 2017 and Canadian Dollar Senior Notes due 2017

MONTREAL, QUEBEC--(Marketwired - Oct. 22, 2013) - Garda World Security Corporation (the "Company"), announced today that it has commenced cash tender offers (each an "Offer" and together, the "Offers") for (i) any and all of its outstanding U.S. dollar denominated 9.75% Senior Notes due 2017 (CUSIP Nos./ISINs 36485M AA7/CA36485MAA77 (US36485MAA71), C36025 AA9/ CAC36025AA91 (USC36025AA95), 36485M AF6/US36485MAF68 and C36025 AB7/ USC36025AB78) (the "U.S. Notes") and (ii) any and all of its outstanding Canadian dollar 9.75 % Senior Notes due 2017 (CUSIP No./ISIN 36485M AB5/ CA36485MAB50) (the "Canadian Notes" and collectively with the U.S. Notes, 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 Offers, and on the terms and subject to the conditions set forth in the Offer Documents, the Company is soliciting consents (with respect to each series of Notes, a "Consent Solicitation and collectively, the "Consent Solicitations") of holders of Notes to authorize the elimination of most of the restrictive covenants and certain of the events of default contained in (i) the indenture governing the U.S. Notes (the "U.S. Proposed Amendments") and (ii) the indenture governing the Canadian Notes (the "Canadian Proposed Amendments" and collectively with the U.S. Proposed Amendments, the "Proposed Amendments"). Holders may not tender their Notes without delivering their consents to the applicable Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their related Notes.

The early tender deadline with respect to each series of Notes is 5:00 p.m., New York City and Montréal time, on November 4, 2013 (such time and date, as it may be extended with respect to a series of Notes, the "Early Tender Deadline"), and the tender offer with respect to each series of Notes will expire at 12:00 midnight, New York City and Montréal time, on November 19, 2013 (such time and date, as it may be extended with respect to a series of Notes, 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 November 4, 2013 (such time and date, as it may be extended with respect to a series of Notes, the "Withdrawal Deadline") but not thereafter, except as required by law. The Company may extend the Early Tender Deadline with respect to a series of Notes without extending the related Withdrawal Deadline.

The table below summarizes certain payment terms of the Offers and the Consent Solicitations:

CUSIP Nos. /ISINs Outstanding
Principal
Amount
of Notes
Description
of Notes
Tender Offer
Consideration
*
Early
Tender
Payment
*
Total
Consideration
*
CUSIP:
36485M AA7,
C36025 AA9,
36485M AF6,
C36025 AB7
ISIN:
CA36485MAA77
(US36485MAA71),
CAC36025AA91
(USC36025AA95),
US36485MAF68,
USC36025AB78
U.S. $300,000,000 9.75%
Senior
Notes
due 2017
U.S.
$1,050.94
U.S.
$30.00
U.S.
$1,080.94
CUSIP:
36485M AB5
ISIN:
CA36485MAB50
Cdn. $175,000,000 9.75%
Senior
Notes
due 2017
Cdn.
$1,047.60
Cdn.
$30.00
Cdn.
$1,077.60
* Per U.S. $1,000 principal amount of U.S. Notes and Cdn. $1,000 principal amount of Canadian Notes, respectively.

Holders validly tendering Notes at or before the applicable Early Tender Deadline will be eligible to receive the Total Consideration with respect to the series of Notes tendered. Holders validly tendering Notes after the applicable Early Tender Deadline but at or before the Expiration Time for such series of Notes will be eligible to receive only the Tender Offer Consideration for such series of Notes, which is equal to the applicable Total Consideration less the applicable Early Tender Payment. In addition, holders whose Notes are purchased in an 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 applicable Early Tender Deadline but prior to the applicable Expiration Time (with respect to such series of Notes, the "Early Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn on or before the applicable Early Acceptance Date. If the Company elects to exercise this option, the Company will pay the applicable 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, with respect to the applicable series of Notes being referred to as the "Early Payment Date"). The Company currently expects the Early Payment Date to be on or about November 8, 2013.

Subject to the terms and conditions of an Offer being satisfied or waived, the Company will, promptly after the Expiration Time with respect to such Offer, accept for purchase all Notes of such series validly tendered at or before the applicable Expiration Time (and not validly withdrawn at or before the applicable 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 for such series of Notes). The Company will pay the Total Consideration or Tender Offer Consideration with respect to such series of Notes, as the case may be, for Notes accepted for purchase promptly following the acceptance of such Notes for purchase.

Subject to the terms and conditions of an Offer being satisfied or waived, the Company will, promptly after the Expiration Time with respect to such Offer (the "Final Acceptance Date"), accept for purchase all Notes of such series validly tendered at or before the applicable Expiration Time (and not validly withdrawn at or before the applicable 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 for such series of Notes). The Company will pay the Total Consideration or Tender Offer Consideration with respect to such series of Notes, as the case may be, for Notes accepted for purchase promptly following the acceptance of such Notes for purchase (the date of such payment with respect to a series of Notes being referred to as the "Final Payment Date").

The Company's obligation to consummate an Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, (i) the consummation of the Debt Financing (as defined in the Statement) on terms satisfactory to us and resulting in the issuance of indebtedness having an aggregate principal amount of not less than U.S. $715 million and Cdn. $150 million, (ii) with respect to each such Offer and Consent Solicitation considered separately, Notes properly tendered and not validly withdrawn, and receipt of the related Consents, representing at least a majority in outstanding principal amount of the series of Notes subject to such Offer and (iii) with respect to each such Consent Solicitation considered separately, the execution and delivery by the Company and the Trustees of a supplemental indenture giving effect to the Proposed Amendments applicable to the series of Notes subject to such Offer.

The information agent for the tender offers and consent solicitations 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) 697-6975 or (212) 269-5550 (collect). Questions regarding the terms of the tender offers and consent solicitations can be directed to the dealer managers for the tender offers and solicitation agents for the consent solicitations, BofA Merrill Lynch ((888) 292-0070 (toll-free) and (980) 388-3646 (collect)), RBC Capital Markets ((877) 381-2099 (toll-free) and ((416) 842-6311 (collect) and (212) 618-7822 (collect)) or Mizuho Securities ((866) 271-7403 (toll-free) and (212) 205-7543 (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. Each Offer and the consent solicitation are being made only pursuant to the Offer Documents that the Company will be distributing to noteholders promptly. Noteholders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the tender offers and the consent solicitations. None of the Company, the dealer managers and the solicitation agents, the tender agents, 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 an Offer or deliver their consents in the related consent solicitation.

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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