Garda World Security Corporation Announces Offering of US$120 Million of Additional Senior Secured Notes due 2027

MONTREAL, June 29, 2020 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the commencement of a private offering of US$120 million aggregate principal amount of additional 4.625% senior secured notes due 2027 (the "New Notes"). The New Notes will be guaranteed by GW Intermediate Corporation, the direct parent company of the Company, and each of the Company's existing and future subsidiaries that guarantee the Company's senior secured credit facilities and will be secured on a pari passu basis with the collateral securing such facilities. The New Notes will rank pari passu with and form part of a single series with GardaWorld's initial US$450 million aggregate principal amount of 4.625% senior secured notes due 2027 (the "Initial Notes"). The Company intends to use the proceeds from the New Notes offering for general corporate purposes, which may include acquisitions.

The offering of the New Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in the United States only to investors who are reasonably believed to be "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. The New Notes being offered will be fungible with, and trade under the same CUSIP/ISIN numbers as, the Initial Notes (except that the New Notes offered pursuant Regulation S under the Securities Act will trade separately under a different CUSIP/ISIN number than the Initial Notes held through Regulation S under the Securities Act until at least 40 days after the issue date of the New Notes).

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 New 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 New 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 New Notes have not been and will not be 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 the largest privately owned security services and cash services company in the world, offering physical security services, end-to-end cash management solutions and security risk management, with Crisis24. A partner of choice for private companies, governments, humanitarian organizations and multinationals, GardaWorld employs more than 102,000 highly skilled, dedicated professionals who serve a diverse clientele in North America, Africa, Asia and the Middle East.

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

Related Links

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