Garda World Security Corporation Announces Extension of Expiration Time for its Cash Tender Offer for its Outstanding Senior Notes due 2025 Pursuant to the Change of Control Provisions of the Related Indenture

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Oct 11, 2019, 07:00 ET

MONTREAL, Oct. 11, 2019 /PRNewswire/ - 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 September 13, 2019 (the "Statement")), of the Company's pending cash tender offer (the "Offer") for any and all of its outstanding U.S. dollar denominated 8.75% Senior Notes due 2025 (the "Notes") from 12:00 midnight, New York City time, at the end of the day on October 10, 2019 to 5:00 p.m., New York City time, on October 11, 2019 (such time and date, as it may be extended or earlier terminated, the "Expiration Time").

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 October 11, 2019. Notes tendered may be withdrawn at any time at or before the Expiration Time, but not thereafter, except as required by law.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, US$166,845,000 aggregate principal amount of Notes, representing 26.7% of the Notes outstanding, have been tendered pursuant to the Offer.

The Offer is being made pursuant to the indenture dated as of May 8, 2017 governing the Notes (as amended or supplemented to the date hereof, the "Indenture"). 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 US$1,000 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.

Subject to the terms and conditions 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 accept and pay for the Notes in the Offer is conditioned upon the closing of the purchase by a consortium of investors consisting of investment funds advised by BC Partners Advisors L.P. and certain members of GardaWorld management, including Founder, Chairman and CEO, Stephan Crétier, of the majority stake in GardaWorld that is currently indirectly owned by certain investment funds affiliated with Rhône Capital, LLC (the "Stock Purchase") and the satisfaction or waiver of other customary conditions precedent. The Stock Purchase is not conditioned upon completion of the Offer.

The tender agent and information agent for the Offer is D.F. King & Co., Inc. Holders of the Notes with questions regarding the terms of the Offer or who would like additional copies of the Offer Documents (as defined below) may call D.F. King & Co., Inc. toll-free at (866) 387-7321 or (212) 269-5550 (collect) or email at [email protected].

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 Notes. The Offer is being made only pursuant to the Statement, as amended by this press release dated October 11, 2019, and the related Letter of Transmittal (collectively with the Statement, the "Offer Documents"). Holders of the Notes and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions 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 pursuant to the Offer.

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.

SOURCE Garda World Security Corporation