MONTREAL, QUEBEC--(Marketwired - Nov. 4, 2013) - Garda World Security Corporation ("GardaWorld"), one of the largest privately owned business solutions and security services companies in the world, announced today that as of 5:00 p.m., New York City and Montreal time, on November 4, 2013, which was the "Early Tender Deadline" for the previously announced 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 denominated 9.75 % Senior Notes due 2017 (CUSIP No./ISIN 36485M AB5/CA36485MAB50) (the "Canadian Notes" and collectively with the U.S. Notes, the "Notes"), as reported by the tender agents, U.S. $299,400,000 principal amount of the U.S. Notes had been tendered and not validly withdrawn, representing approximately 99.80% of the aggregate outstanding principal amount of the U.S. Notes, and Cdn. $169,755,000 principal amount of the Canadian Notes had been tendered and not validly withdrawn, representing approximately 97.00% of the aggregate outstanding principal amount of the Canadian Notes.
Subject to the terms and conditions of an Offer being satisfied or waived, GardaWorld intends to exercise the early purchase option with payment expected on or about November 8, 2013 (the "Early Payment Date"). Holders who validly tendered their Notes and delivered their consents at or prior to the Early Tender Deadline and who did not withdraw their Notes prior to the withdrawal deadline will, if their Notes are accepted for purchase, receive the total consideration equal to (i) with respect to the U.S. Notes, U.S. $1,080.94 per U.S. $1,000 principal amount of U.S. Notes, which includes a consent payment of U.S. $30 per U.S. $1,000 principal amount of U.S. Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the Early Payment Date or (ii) with respect to the Canadian Notes, Cdn. $1,077.60 per Cdn. $1,000 principal amount of Canadian Notes, which includes a consent payment of Cdn. $30 per Cdn. $1,000 principal amount of Canadian Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the Early Payment Date.
GardaWorld also announced that it had received consents from holders representing a majority in aggregate principal amount of each series of Notes outstanding to adopt the proposed amendments to the indenture governing such series of Notes. GardaWorld has entered into a supplemental indenture effecting the proposed amendments with respect to each series of Notes, but the proposed amendments will not become operative until payment for the applicable series of Notes has been made.
The Offer with respect to each series of Notes will expire at 12:00 midnight, New York City and Montreal 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 GardaWorld. Holders who have not already tendered their Notes may do so at any time at or prior to the Expiration Time. Holders who tender their Notes and whose Notes are accepted for purchase at or prior to the Expiration Time but after the Early Tender Deadline will be eligible to receive the tender offer consideration equal to (i) in the case of the U.S. Notes, U.S. $1,050.94 per U.S. $1,000 principal amount of U.S. Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the final payment date, or (ii) in the case of the Canadian Notes, Cdn. $1,047.60 per Cdn. $1,000 principal amount of Canadian Notes, plus accrued and unpaid interest from the last interest payment date up to but not including the final payment date. The final payment date for such Notes is expected to occur promptly following the Expiration Time of each Offer.
GardaWorld is conducting the Offers and consent solicitations in accordance with the terms and conditions described in its Offer to Purchase and Consent Solicitation Statement (the "Statement") dated October 22, 2013. GardaWorld'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 GardaWorld 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 GardaWorld 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 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 Offers and consent solicitations can be directed to the dealer managers for the 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), (416) 842-6311 (collect) and (212) 618-7822 (collect)) or Mizuho Securities ((866) 271-7403 (toll-free) and (212) 205-7543 (collect)).
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or Canada without registration or an applicable exemption from registration requirements or an applicable exemption from the prospectus requirements of Canadian securities legislation.
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.