...Pursuant to the Change of Control Provisions of the Related Indenture
MONTREAL, QUEBEC--(Marketwired - May 8, 2017) - Garda World Security Corporation (the "Company" or "GardaWorld") announced today that it has extended the Expiration Time (as defined in the Company's Offer to Purchase, dated April 17, 2017 (the "Statement")) of the Company's pending cash tender offer (the "Offer") for any and all of its outstanding U.S. dollar denominated 7.25% Senior Notes due 2021 (the "Notes") from 12:00 midnight, New York City time, on May 12, 2017 to 8:00 a.m., New York City time, on May 19, 2017 (such time and date, as it may be extended or earlier terminated, the "Expiration Time"). The Company currently expects to satisfy the condition to the Offer prior to the extended Expiration Time and as a result does not currently expect that it will need to extend the Expiration Time again.
The Offer is being made upon the terms and subject to the conditions set forth in the Statement, as amended by this press release dated May 8, 2017. Notes tendered may be withdrawn at any time at or before the Expiration Time, but not thereafter, except as required by law. As of the date of this press release, $58,430,000 aggregate principal amount of Notes, representing 13.28% of the Notes outstanding, have been tendered pursuant to the Offer.
The Offer is being 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), a Change of Control will occur with respect to the Company. Accordingly, the Company is offering to purchase, in advance of and conditioned upon the occurrence of the Change of Control, any and all of the 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, if the Stock Purchase and this Offer are completed, the Company will not be required to make any further offer to repurchase the Notes as a result of or in connection with the completion of the Stock Purchase.
Holders validly tendering Notes at or before the Expiration Time will be eligible to receive the Tender Offer Consideration equal to US$1,010 per $US1,000 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 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 press releases issued on April 14, 2017, April 17, 2017 and May 8, 2017. Holders who validly tendered Notes in the Concurrent Offer at or before 5:00 p.m., New York City time, on April 21, 2017 will be eligible to receive the total consideration equal to $1,015 per U.S. $1,000 principal amount of Notes purchased pursuant to the Concurrent Offer, plus accrued and unpaid interest from the last interest payment date up to but not including the payment date for the Notes purchased in the Concurrent Offer. Holders who tender their Notes in the Concurrent Offer at or before 8:00 a.m. (New York City time) on May 19, 2017 but after 5:00 p.m. (New York City time) on April 21, 2017, will receive for each US$1,000 principal amount of Notes purchased pursuant to the Concurrent Offer US$960 plus accrued and unpaid interest to but not including the payment date. The payment date for the Offer and the payment date for the Concurrent Offer are expected to be the same date.
Subject to the terms and condition of the Offer being satisfied or waived, the Company will, promptly after the Expiration Time (the "Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn at or before the Expiration Time). The Company will pay the Tender Offer Consideration for Notes accepted for purchase promptly following the acceptance of such Notes for purchase (the date of such payment being referred to as the "Payment Date").
The Company's obligation to consummate the Offer is subject to the satisfaction or waiver of 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"). The Stock Purchase is not conditioned upon completion of the Offer.
The information agent for the tender offer is D.F. King & Co., Inc. Holders with questions regarding the terms of the Offer 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 [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 is being made only pursuant to the Statement, as amended by this press release dated May 8, 2017, and the related Letter of Transmittal (collectively with the Statement, the "Offer Documents"). Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and condition to the Offer. None of the Company, 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.
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.