Garda World Security Corporation Announces Commencement of Consent Solicitation with Respect to Its Outstanding Senior Notes due 2025 Pursuant to the Amendment Provisions of the Related Indenture
MONTREAL, Oct. 15, 2019 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today that it has commenced a solicitation (the "Consent Solicitation") of consents (the "Consents") relating to its outstanding U.S. dollar denominated 8.75% Senior Notes due 2025 (CUSIP Nos./ISINs: 362438 AA1/36299AXJ5/US362438AA12, C4200P AA9/C4299AAC0/USC4200PAA96, C36025 AE1/C3699AAL8/USC36025AE18) (the "Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated the date hereof (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement"), and in the related Consent Form, dated the date hereof (as it may be amended or supplemented from time to time, the "Consent Form" and the Consent Form, collectively with the Consent Solicitation Statement, the "Consent Solicitation Documents").
The purpose of the Consent Solicitation is to coordinate the Tender Offer (as defined below) with the anticipated financing for the Tender Offer, which is expected to commence as soon as practicable after the expiration of withdrawal rights with respect to the Tender Offer. In the Consent Solicitation, the Company is soliciting Consents to a proposed amendment (the "Proposed Amendment") to the indenture dated as of May 8, 2017 governing the Notes (as amended or supplemented to the date hereof, the "Indenture") to permit the elimination of withdrawal rights with respect to the Tender Offer at 5:00 p.m., New York City time, on October 18, 2019 and still allow the Tender Offer to remain in compliance with the requirements for a Change of Control Offer (as defined below) under the Indenture, which currently does not permit the revocation of withdrawal rights from a Change of Control Offer. Subject to the terms and conditions set forth herein, the Company will pay any Holder (as defined below) who validly delivers a Consent at or prior to the Consent Expiration Time (as defined below), an amount in cash equal to $5.00 per $1,000 aggregate principal amount of Notes (the "Consent Fee"). Except for the Proposed Amendment, there are no other amendments to the terms of the Notes being sought in connection with the Consent Solicitation.
The Consent Solicitation is being made to all persons in whose names Notes are registered at 5:00 p.m., New York City time, on October 11, 2019 and their duly designated proxies (each a "Holder" and collectively, the "Holders"), including persons who have tendered or intend to tender their Notes in the Tender Offer. Holders may both tender their Notes in the Tender Offer and provide their Consents pursuant to the Consent Solicitation.
On September 13, 2019, the Company commenced a separate offer to purchase the 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.
In order to both validly tender their Notes in the Tender Offer and validly deliver their Consents pursuant to the Consent Solicitation, Holders must follow both the tender procedures described in the Tender Offer Documents (as defined below), including through DTC's Automated Tender Option Program ("ATOP"), and validly deliver their Consents pursuant to the consent procedures described in the Consent Solicitation Documents. Consents may not be delivered through ATOP. In addition, Holders may tender their Notes in the Tender Offer pursuant to the procedures described in the Tender Offer Documents, including through ATOP, without providing their Consents pursuant to the Consent Solicitation and may also validly deliver their Consents pursuant to the consent procedures described in the Consent Solicitation Documents without tendering their Notes in the Tender Offer. Revocations of validly delivered Consents must be effected pursuant to the procedures described in the Consent Solicitation Documents, whereas withdrawals of valid tenders of Notes must be effected pursuant to the procedures described in the Tender Offer Documents. The Tender Offer is not conditioned on the receipt of the Requisite Consents (as defined below) in the Consent Solicitation.
The Consent Fee will only be payable if, among other things, the Proposed Amendment becomes operative and the Stock Purchase (as defined below) is consummated. Such Consent Fee is expected to be paid on the payment date for the Tender Offer. If the Company receives Consents in respect of at least a majority in aggregate principal amount outstanding of Notes (the "Requisite Consents") and the Proposed Amendment becomes effective, the Company will amend the Tender Offer to eliminate the ability of Holders to withdraw tendered Notes as of 5:00 p.m., New York time, on October 18, 2019.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on October 18, 2019 (such time and date, as it may be extended, the "Consent Expiration Time") unless earlier terminated by the Company. The Company may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time.
The table below summarizes certain payment terms of the Consent Solicitation:
CUSIP Nos. /ISINs Outstanding Principal Amount of Notes Description of Notes Consent Fee*
---
CUSIP Nos.: 362438 AA1,
C4200P AA9, C36025 AE1,
36299AXJ5, C4299AAC0,
C3699AAL8
U.S.$625,000,000
8.75% Senior Notes
U.S.$5.00
due 2025
ISINs: US362438AA12,
USC4200PAA96, USC36025AE18
---
* Per U.S.$1,000 principal
amount of Notes.
Promptly following receipt of the Requisite Consents, the Company and the trustees under the Indenture will execute a supplemental indenture to the Indenture (the "Supplemental Indenture") providing for the Proposed Amendment, which will become effective immediately upon its execution and delivery by the parties thereto, but will provide that the Proposed Amendment will not become operative until the payment date of the Consent Fee. If the Company terminates or withdraws the Consent Solicitation, the Proposed Amendment will not become operative.
The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Documents. The Consent Solicitation is subject to certain conditions described in the Consent Solicitation Documents, including the completion of the Stock Purchase. The Company may terminate, extend or amend the Consent Solicitation described in the Consent Solicitation Documents.
Beneficial owners of an interest in the Notes whose Notes are held through a broker, dealer, commercial bank, trust company or other nominee should note that their nominee may establish a deadline earlier than the Consent Expiration Time by which instructions must be received by them in relation to the Consent Solicitation and, accordingly, such beneficial owners are urged to contact their nominees as soon as possible to learn of any deadlines established by their nominees in relation to the Consent Solicitation.
BofA Merrill Lynch, Barclays Capital Inc., TD Securities (USA) LLC, Jefferies LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC are acting as joint-solicitation agents (the "Solicitation Agents") for the Consent Solicitation. The Company has retained D.F. King & Co., Inc. to act as the information, tabulation and paying agent for the Consent Solicitation. Holders of the Notes with questions regarding the terms of the Consent Solicitation or who would like additional copies of the Consent Solicitation Documents may call D.F. King & Co., Inc. toll-free at (866) 387-7321 or (212) 269-5550 (collect) or email at garda@dfking.com.
Questions regarding the terms of the Consent Solicitation can be directed to the Solicitation Agents, BofA Merrill Lynch at (888) 292-0700 (toll-free) and (980) 388-3646 (collect), Barclays Capital Inc. at (800) 438-3242 (toll-free) and (212) 528-7581 (collect), TD Securities (USA) LLC at (212) 827-6972 (collect), Jefferies LLC at 888-708-5831 (toll-free), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) and (212) 618-7843 (collect), Scotia Capital (USA) Inc. at (800) 372-3930 (toll-free) and UBS Securities LLC at (203) 719-5201 (collect).
The Tender Offer is being made pursuant to the Company's Offer to Purchase, dated September 13, 2019 (as amended, the "Tender Offer Statement"), as amended by the press release dated October 11, 2019, and as further amended by the press release dated the date hereof, which extended the expiration of the Tender Offer from 5:00 p.m., New York City time, on October 11, 2019 to 5:00 p.m., New York City time, on October 18, 2019 (as such time and date may be extended or earlier terminated) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and the Letter of Transmittal, collectively with the Tender Offer Statement, the "Tender Offer Documents"). The Tender Offer is being made pursuant to the requirement under the Indenture to make an offer to Holders upon a "Change of Control" (as defined in the Indenture) (a "Change of Control Offer") in connection with the Stock Purchase.
The Consent Solicitation and the Tender Offer are being conducted in connection with 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").
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 Consent Solicitation is being made only pursuant to the Consent Solicitation Documents that the Company will be distributing to Holders of the Notes promptly, and the Tender Offer is being made only pursuant to the Tender Offer Documents that the Company has previously distributed to Holders of the Notes on September 13, 2019, as amended by the press release dated October 11, 2019 and the press release dated the date hereof. Holders of the Notes and investors should read carefully the Consent Solicitation Documents and the Tender Offer Documents because they contain important information, including the various terms of and conditions to the Consent Solicitation and the Tender Offer, respectively. None of the Company, D.F. King, the Solicitation Agents or their respective affiliates is making any recommendation as to whether or not Holders should consent to the Proposed Amendment or tender all or any portion of their 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
