MONTREAL, Oct. 24, 2019 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the pricing of the private offering of US$779 million aggregate principal amount of 9.50% senior notes due 2027 (the "Notes") by GW B-CR Security Corporation (the "Initial Issuer"). The offering of the notes is expected to close on or about October 30, 2019, subject to the completion of the Stock Purchase (as defined below) and other customary closing conditions.
The Notes are being offered 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"). Upon the consummation of the Stock Purchase, the Initial Issuer will amalgamate with the Company, the Company will assume the obligations of the Initial Issuer under the Notes and the related indenture and the Notes will be guaranteed by each of the Company's existing and future subsidiaries that guarantee the Company's new senior secured credit facilities. The Company intends to use the net proceeds from the Notes offering, together with borrowings under its new senior secured credit facilities and the proceeds from certain equity contributions, to (i) fund the Stock Purchase, (ii) refinance its existing credit facilities, (iii) finance the previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 8.75% U.S. dollar denominated senior notes due 2025 (the "2025 Notes"), (iv) finance the repayment of its outstanding 7.25% U.S. dollar denominated senior notes due 2021, and (v) pay related fees and expenses. As of 4:00 p.m., New York City time, on October 24, 2019, tenders in respect of US$418.2 million, or 66.9%, of the aggregate principal amount of the Company's 2025 Notes had been received pursuant to the Tender Offer. The Company's new senior secured credit facilities are expected to be comprised of (i) a five-year US$335 million senior secured revolving credit facility and (ii) a seven-year US$1,438 million senior secured term loan facility.
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.
GardaWorld is the world's largest privately-owned security services company, offering cash services, physical and specialized security solutions 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.
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.
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