MONTREAL, March 5, 2018 /PRNewswire/ - Garda World Security Corporation ("GardaWorld" or the "Company"), one of the largest privately owned business solutions and security services companies in the world, announced today that it successfully completed its previously announced private offering of US$125.0 million aggregate principal amount of additional 8.75% senior notes due 2025 (the "Notes").
The Notes rank pari passu with and form part of a single class with GardaWorld's initial US$500.0 million aggregate principal amount of 8.75% senior notes due 2025 (the "Initial Notes"). The Notes offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), are fungible with, and trade under the same CUSIP/ISIN numbers as, the Initial Notes held through Rule 144A Notes and the Notes offered pursuant to Regulation S under the Securities Act are initially subject to restrictions on transfer and will initially trade separately under different CUSIP and ISIN numbers than the Initial Notes held through Regulation S Notes until such transfer restrictions no longer apply, which will occur, at the earliest, on the date that is four months plus a day after the Notes were issued. Thereafter, holders of such Notes offered pursuant to Regulation S under the Securities Act may transfer their Notes into the same CUSIP and ISIN as the Initial Notes held through Regulation S Notes.
Proceeds from the Notes offering will be used to repay $20.0 million of outstanding indebtedness under a US$157.5 million multi-currency revolving credit facility that matures on May 26, 2022 (the "Revolving Credit Facility"), which was incurred to finance a recent acquisition, and to pay fees and expenses related to the offering, with the remaining proceeds to be used for general corporate purposes (which may include acquisitions). The Company may use the remaining proceeds described in the preceding sentence to temporarily repay outstanding borrowings under the Revolving Credit Facility.
The offering of the Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, in the United States only to investors who are "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act, and pursuant to the prospectus exemption of section 12 of the Securities Act (Québec) for distribution of securities to persons established outside Québec, or outside the United States pursuant to Regulation S under the Securities Act and upon reliance on the accredited investor exemption in Canada.
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.
About GardaWorld
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 65,000 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.
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 GardaWorld'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 GardaWorld, they may prove to be incorrect. GardaWorld 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 GardaWorld'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. Some of the factors contributing to those uncertainties are fluctuations in quarterly and annual results and the ability of the Company to reduce its debt leverage in the current credit environment. Other contributing factors are fluctuations of interest rate and foreign exchange rate, government regulations, permits and licenses, capacity to manage growth, collective agreements, insurance, contracts not renewed or terminated, demand for the services offered by the Company, industry pricing pressure, as well as market forces, economic cycles, and the strength of regional economies where the Company conducts its business. The foregoing list of important factors is not exhaustive. 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. GardaWorld will not update these statements unless applicable securities laws require GardaWorld to do so. The reader should also take knowledge of GardaWorld's Interim MD&A and unaudited consolidated financial statements for the third quarter ended October 31, 2017.
SOURCE Garda World Security Corporation
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