Garda World Security Corporation Announces Offering of US$500 Million of Senior Notes due 2029

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May 17, 2021, 08:13 ET

MONTREAL, May 17, 2021 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the commencement of a private offering of its US$500 million aggregate principal amount of senior notes due 2029 (the "Notes").

The Company intends to use the net proceeds from the Notes offering (i) to redeem all of the US$174.6 million aggregate principal amount of its outstanding 8.75% Senior Notes due 2025 (the "2025 Unsecured Notes"), (ii) for general corporate purposes, which may include future acquisitions and (iii) to pay related fees and expenses in connection with the Notes offering. Pending such uses, the Company may use the net proceeds from the Notes offering to repay outstanding amounts on its senior secured revolving credit facility. The Notes will be guaranteed by each of the Company's existing and future subsidiaries that guarantee the Company's senior secured credit facilities.

In addition, on May 17, 2021, the Company issued a conditional notice of redemption to redeem all of its 2025 Unsecured Notes at a redemption price of 104.375% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company's obligation to redeem the 2025 Unsecured Notes is conditioned upon the Company having completed a debt financing on terms and conditions satisfactory to it. This press release shall not constitute a notice of redemption of the 2025 Unsecured Notes.

The offering of the 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.

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 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 one of the largest security services and cash services companies in the world, offering physical security services, trusted innovative cash management solutions and integrated risk management services, with Crisis24. A partner of choice for private companies, governments, humanitarian organizations and multinationals, GardaWorld employs more than 120,000 highly skilled, dedicated professionals who serve a diverse clientele in North America, Africa, Europe, 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 GardaWorld Security Corporation