Garda World Security Corporation Announces Completion of its Cash Tender Offer for its Outstanding Senior Notes due 2021 Pursuant to the Change of Control Provisions of the Related Indenture
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 (as defined in the Company's Offer to Purchase, dated April 17, 2017 (the "Statement") for the previously announced 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"), as reported by the tender agent, U.S. $182,465,000 principal amount of the Notes had been tendered in the Offer and not validly withdrawn, representing approximately 41.47% of the aggregate outstanding principal amount of the Notes. The Company has 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announced that on May 26, 2017, it had accepted for purchase and purchased all Notes validly tendered and not validly withdrawn pursuant to the terms of the Offer.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 prior to the Expiration Time received the Tender Offer Consideration equal to US$1,010 per US$1,000 principal amount of Notes purchased pursuant to the Offer, plus accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the payment date for the Notes.
The Offer was made pursuant to the indenture dated as of November 8, 2013 (as amended and supplemented to the date hereof, the "Indenture") among the Company, the guarantors party thereto, Wells Fargo Bank, National Association, as U.S. trustee and Computershare Trust Company of Canada, as Canadian trustee, under which the Notes were issued. The Indenture and the Notes provide that the Company must make an offer to repurchase Notes from holders in connection with the occurrence of a "Change of Control" (as defined in the Indenture), which offer, pursuant to the terms of the Indenture, may be made in advance of, and conditioned upon the occurrence of, such Change of Control. Upon consummation of the Stock Purchase (as defined below) on the date hereof, a Change of Control occurred with respect to the Company. Accordingly, the Company has offered to purchase, in advance of and conditioned upon the occurrence of the Change of Control, any and all Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the Payment Date (as defined below) (the "Tender Offer Consideration"). Pursuant to the Indenture, as a result of the completion of the Stock Purchase and the Offer, the Company has no further obligation to make any further offer to repurchase the Notes as a result of or in connection with the completion of the Stock Purchase.
The Offer is a separate offer from the Company's offer to purchase and consent solicitation with respect to the Notes (the "Concurrent Offer") made pursuant to the Company's Offer to Purchase and Consent Solicitation, dated March 31, 2017, as amended by the press releases issued on April 14, 2017, April 17, 2017, May 8, 2017 and May 18, 2017.
The information agent for the Offer 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 [email protected].
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 was made only pursuant to the Statement, as amended by this press release dated May 26, 2017 and the press releases dated May 8, 2017 and May 18, 2017, and the related Letter of Transmittal (collectively with the Statement, the "Offer Documents").
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.