Garda World Security Corporation Announces Pricing of Previously Announced Offering of US$400 Million Senior Secured Notes due 2028

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Jan 23, 2023, 18:35 ET

MONTRÉAL, Jan. 23, 2023 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the pricing of the private offering of US$400 million aggregate principal amount of 7.750% senior secured notes due 2028 (the "Notes"), which represents an increase of US$50 million from the aggregate principal amount of Notes previously announced. The offering of the Notes is expected to close on or about January 30, 2023, subject to the completion of customary closing conditions. The Company intends to use the proceeds from the Notes offering (i) to repay outstanding amounts on its senior secured revolving credit facility, (ii) for general corporate purposes, which may include future acquisitions, and (iii) to pay related fees and expenses in connection with this offering. The 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 its 4.625% senior secured notes due 2027 and will be secured on a pari passu basis with the collateral securing such facilities.

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 a global champion in security services, integrated risk management and cash solutions, employing more than 132,000 highly skilled and dedicated professionals. Driven by a relentless entrepreneurial culture and core values of integrity, vigilance, trust and respect, GardaWorld offers sophisticated and tailored security and technology solutions through high-touch partnerships and consistently superior service delivery. With a deep understanding that security is critical to conducting business and keeping communities safe, GardaWorld is committed to impeccable governance, professional care, and the well-being of everyone. Thanks to a well-earned reputation, GardaWorld is proud to be the long-standing security partner of choice to some of the most prominent brands, Fortune 500 corporations and governments.

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