Garda World Security Corporation Announces Completion of its Cash Tender Offer for its Outstanding Senior Notes due 2025 and Special Mandatory Partial Redemption for its Outstanding Senior Notes due 2027
MONTREAL, Oct. 31, 2019 /CNW/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today that as of 8:00 a.m., New York City time on October 30, 2019, which was the Expiration Time (as defined in the Company's Offer to Purchase, dated September 13, 2019 (the "Statement")) of the Company's previously announced cash tender offer (the "Offer") for any and all of its outstanding U.S. dollar denominated 8.75% Senior Notes due 2025 (the "2025 Notes"), as reported by the tender agent, US$450,377,000 principal amount of the 2025 Notes had been tendered in the Offer and not validly withdrawn, representing approximately 72.06% of the aggregate outstanding principal amount of the 2025 Notes. The Company also announced that on October 30, 2019, it had accepted for purchase and purchased all 2025 Notes validly tendered and not validly withdrawn pursuant to the terms of the Offer and that US$174,623,000 aggregate principal amount of 2025 Notes remain outstanding.
The Company also announced today that it will redeem US$174,623,000 of its U.S. dollar denominated 9.50% Senior Notes due 2027 (the "2027 Notes") on November 4, 2019 (the "Redemption Date") at a redemption price equal to 100% of the aggregate principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest to, but not including, the Redemption Date (the "Special Mandatory Partial Redemption"). Pursuant to the indenture dated as of October 30, 2019 governing the 2027 Notes, if less than 90% of the 2025 Notes are tendered and accepted for purchase in the Offer, the Company is required to redeem on the third business day following the completion of the Stock Purchase (as defined below) an amount of 2027 Notes equal to the aggregate principal amount of 2025 Notes that remain outstanding following the completion of the Offer. Following the Special Mandatory Partial Redemption, US$604,377,000 aggregate principal amount of the 2027 Notes will remain outstanding.
Holders who validly tendered their 2025 Notes at or before the Expiration Time received the Tender Offer Consideration equal to US$1,010 per US$1,000 principal amount of 2025 Notes purchased pursuant to the Offer, plus accrued and unpaid interest in respect of their purchased 2025 Notes from the last interest payment date to, but not including, the date of acceptance of such 2025 Notes for purchase.
The tender agent and information agent for the Offer was D.F. King & Co., Inc. Holders of the 2025 Notes with questions regarding the terms of the Offer may call D.F. King & Co., Inc. toll-free at (866) 387-7321 or (212) 269-5550 (collect) or email at garda@dfking.com .
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the 2027 Notes or the 2025 Notes. The Offer was made only pursuant to the Statement, as amended by the press releases dated October 11, 2019, October 15, 2019, October 21, 2019, October 23, 2019, October 24, 2019 and October 25, 2019, and the related Letter of Transmittal.
About GardaWorld
GardaWorld is one of the largest privately-owned security companies in the world, offering a wide range of physical and specialized security services as well as end-to-end cash management services and, with the Crisis24 portal, the dissemination of vetted information related to international security. A partner of choice for private companies, governments, humanitarian organizations and multinationals with personnel all over the world, GardaWorld employs more than 92,000 highly skilled, dedicated professionals who serve a diverse clientele in North America, Africa, Asia and the Middle East. For more information, visit www.garda.com.
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. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GardaWorld will not update these statements unless applicable securities laws require GardaWorld to do so.
Media Relations Team
media@garda.com
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