Garda World Security Corporation Announces Extension of Early Tender Deadline, Increase of Early Tender Payment and Total Consideration...
...and Extension of Expiration Time for its Offer to Purchase its Outstanding Notes due 2021
MONTREAL, QUEBEC--(Marketwired - April 17, 2017) - Garda World Security Corporation (the "Company" or "GardaWorld"), one of the largest privately owned business solutions and security services companies in the world, announced that it has (1) extended the Early Tender Deadline (as defined in the Company's Offer To Purchase and Consent Solicitation Statement dated March 31, 2017 (the "Statement"), as amended by the press release dated April 14, 2017) of the Company's pending cash tender offer (the "Offer") for the Company's 7.25% Senior Notes due 2021 (the "Notes") from 5:00 p.m., New York City time, on April 18, 2017 to 5:00 p.m., New York City time, on April 21, 2017 (as it may be further extended or earlier terminated, the "Early Tender Deadline"), (2) increased the Early Tender Payment (as defined in the Statement) from US$50 per US$1,000 principal amount of Notes to US$55 per US$1,000 principal amount of Notes (the "Early Tender Payment") and increased the Total Consideration payable from US$1,010 to US$1,015 per US$1,000 principal amount of Notes in respect of Notes and Consents (as defined in the Statement) tendered at or before the Early Tender Deadline and (3) extended the Expiration Time (as defined in the Statement) of the Offer from 12:00 midnight, New York City time, on April 27, 2017 to 12:00 midnight, New York City time, on May 8, 2017 (as it may be further extended or earlier terminated, the "Expiration Time").
The table below summarizes certain payment terms of the Offer and the consent solicitation:
|CUSIP Nos. /ISINs||Outstanding
|CUSIP: 36485M AG4, C36025 AC5, 36485M AJ8, C36025 AD3
Notes due 2021
|U.S. $960||U.S. $55||U.S. $1,015|
|* 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 equal to US$1,015 per US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the final payment date. Holders who tender their Notes and whose Notes are accepted for purchase at or prior to the Expiration Time (as defined in the Statement) but after the Early Tender Deadline will be eligible to receive the tender offer consideration equal to US$960 per US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the final 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. The Change of Control Offer is being made pursuant to the Indenture 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 Stock Purchase (as defined below) will constitute a Change of Control for purposes of the Indenture. Holders who tender their Notes in the Change of Control Offer will receive for each US$1,000 principal amount of Notes purchased pursuant to the Change of Control Offer US$1,010 plus accrued and unpaid interest to the payment date. The payment date for the Offer and the payment date for the Change of Control Offer are expected to be the same date. The Change of Control Offer is subject to the satisfaction or waiver of the completion of the Stock Purchase.
The Company is conducting the Offer and consent solicitation upon the terms and subject to the conditions set forth in the Statement, as amended by the press release dated April 14, 2017 and this press release dated April 17, 2017. The deadline to validly withdraw tenders of Notes was 5:00 p.m., New York City time, on April 13, 2017; therefore, Notes that have been tendered and not validly withdrawn, and Notes tendered after that date, may not be withdrawn unless otherwise required by applicable law. As of the date of this press release, $76,562,000 aggregate principal amount of Notes, representing 17.40% of the Notes outstanding, have been tendered pursuant to the Offer.
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 as amended by the press release dated April 14, 2017 and this press release dated April 17, 2017, including, among others, (i) the completion of the purchase by an affiliate of the Company of the 29.4% equity interest in the Garda business owned by affiliates of the Apax Funds (the "Stock Purchase") pursuant to the Stock Purchase Agreement, dated March 23, 2017 among the Rhône Funds, Stephan Crétier, the affiliates of Apax Funds and the HCA Parent Corp. and (ii) the consummation of the Financing Transactions (as defined in the Statement) on terms satisfactory to the Company.
The information agent for the 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). 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)).
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 Statement, as amended by the press release dated April 14, 2017 and this press release dated April 17, 2017, and the related letter of transmittal (the "Offer Documents"). 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 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 the GardaWorld's Annual MD&A and audited consolidated financial statements for the fiscal year ended January 31, 2017.