Garda World Security Corporation Announces Receipt of Requisite Consents for its Consent Solicitation with Respect to its Senior Notes due 2025 and Extension of Expiration Time and the Elimination of Withdrawal Rights in Respect of its Cash Tender Offer for its Senior Notes due 2025

MONTREAL, Oct. 21, 2019 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the results of its Consent Solicitation (as defined below) and the further extension and amendment of its Tender Offer (as defined below).

Consent Solicitation Results

The Company announced (i) the receipt of the requisite consents to the proposed amendment to the indenture (the "Proposed Amendment") governing its U.S. dollar denominated 8.75% Senior Notes due 2025 (the "2025 Notes"), upon the terms and conditions set forth in the Consent Solicitation Statement dated October 15, 2019, and (ii) the expiration of its solicitation of consents (the "Consent Solicitation") at 5:00 p.m., New York City time, on October 18, 2019 (the "Consent Expiration Time"). As of the Consent Expiration Time, the Company had received valid consents in respect of at least a majority of the aggregate principal amount of all outstanding 2025 Notes (the "Requisite Consents") to the Proposed Amendment with respect to the indenture governing the 2025 Notes (the "Indenture"). Promptly upon receipt of the Requisite Consents, the Company, Wells Fargo Bank, N.A., the U.S. trustee, and AST Trust Company (Canada), the Canadian trustee, entered into a supplemental indenture to the Indenture implementing the Proposed Amendment with respect to the 2025 Notes, at which time such supplemental indenture became effective.

The Proposed Amendment permits the elimination of withdrawal rights with respect to the Company's pending offer to purchase the 2025 Notes (the "Tender Offer") at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the payment date, which offer would satisfy the "Change of Control Offer" requirements contained in the Indenture as a result of the Stock Purchase (as defined below) and still allow the Tender Offer to remain in compliance with the Indenture requirements for a Change of Control Offer. As of the Consent Expiration Time, consents had been received in respect of approximately US$596.1 million principal amount of 2025 Notes, or 95.4% of the outstanding principal amount.

Subject to the terms and conditions set forth in the Consent Solicitation Statement and the related Consent Form, each dated October 15, 2019 (collectively, the "Consent Documents"), holders of 2025 Notes as of 5:00 p.m., New York City time, on October 11, 2019, whose consents were received (and not validly revoked) at or prior to the Consent Expiration Time will be eligible to receive a cash payment (the "Consent Fee") of $5.00 per $1,000 principal amount of 2025 Notes, promptly after all conditions to the Consent Solicitation shall have been satisfied or waived. Holders of 2025 Notes who did not deliver consents are no longer eligible to receive the Consent Fee.

The Proposed Amendment will become operative only upon the payment of the Consent Fee, which the Company expects to be the payment date of the Tender Offer. If the Consent Fee is not paid, the Proposed Amendment will not become operative and will be deemed to be revoked retroactively to the date of the supplemental indenture. Upon the Proposed Amendment becoming operative, all holders of the 2025 Notes and their respective transferees will be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendment.

Extension of the Expiration Time and Amendment to the Tender Offer

The Company also announced today that it has (i) extended the Expiration Time (as defined in the Company's Offer to Purchase, dated September 13, 2019 (the "Statement")), of the Tender Offer from 5:00 p.m., New York City time, on October 18, 2019 to 5:00 p.m., New York City time, on October 22, 2019 (such time and date, as it may be extended or earlier terminated, the "Tender Expiration Time") and (ii) as a result of effecting the Proposed Amendment, amended the Tender Offer to eliminate withdrawal rights with respect to the Tender Offer as of 5:00 p.m., New York City time, on October 18, 2019 (such date and time, the "Withdrawal Deadline"). As of 5:00 p.m., New York City time, on October 18, 2019 approximately US$241.4 million, or 38.6% of the aggregate principal amount of 2025 Notes, had been tendered, which amount may not be withdrawn.

Holders may still validly tender their 2025 Notes in the Tender Offer at or before the Tender Expiration Time, but holders who have already tendered or who in the future tender their 2025 Notes will no longer be able to withdraw their tenders. Holders validly tendering 2025 Notes at or before the Tender Expiration Time will be eligible to receive the Tender Offer Consideration equal to US$1,010 per US$1,000 principal amount of 2025 Notes purchased pursuant to the Tender Offer, plus accrued and unpaid interest in respect of their purchased 2025 Notes from the last interest payment date to, but not including, the payment date for the 2025 Notes. 

The Tender Offer and Consent Solicitation relate to the previously announced 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").

The tender agent and information agent for the Tender Offer and information, tabulation and paying agent for the Consent Solicitation is D.F. King & Co., Inc. Holders of the 2025 Notes with questions regarding the terms of the Tender Offer or the Consent Solicitation or who would like additional copies of the Offer Documents (as defined below) or Consent Documents 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 2025 Notes. The Tender Offer is being made only pursuant to the Statement, as amended by the press releases dated October 11, 2019 and October 15, 2019, and this press release dated October 21, 2019 and the related Letter of Transmittal (collectively with the Statement, the "Offer Documents"), and the Consent Solicitation is being made only pursuant to the Consent Documents. Holders of the 2025 Notes and investors should read carefully the Offer Documents and Consent Documents because they contain important information, including, as applicable, the various terms of and conditions to the Tender Offer and the Consent Solicitation. None of the Company, D.F. King & Co., Inc. or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their 2025 Notes pursuant to the Tender 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

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