Garda World Security Corporation Announces Extension of the Cash Repurchase Offer for its US Dollar Senior Notes Maturing in 2021 …

MONTREAL, QUEBEC – Garda World Security Corporation (the “Company or GardaWorld”), today announces the extension of the Maturity Date (as defined in the ” (The “Declaration”) of its outstanding cash redemption offer (the “Offer”) for all of its outstanding 7.25% Senior Notes In US Dollars maturing in 2021 (the “Notes”), from May 12, 2017, at midnight (00h00), New York City time, on May 19, 2017 at 8:00 am New York City Time (which date and time may be extended Or deferred from time to time, hereinafter referred to as the “Maturity Date”) and the Company currently expects to satisfy the condition of the Offer prior to the Effective Date,And therefore does not expect to have to extend the Maturity Date again.

The Offer is made under the terms and conditions of the Declaration as amended by this press release dated May 8, 2017. The Offered Notes may be withdrawn at or prior to the Maturity Date but not thereafter except If required by law. As at the date of this press release, US $ 58,430,000 in aggregate principal amount of the Notes, representing 13.28% of the outstanding Notes, were tendered pursuant to the Offer.

The Offer is made pursuant to the Trust Deed dated November 8, 2013 (as amended and supplemented as of the date hereof, the “Trust Indenture”) between the Company, the Guarantors of the Trust, Wells Fargo Bank, National Association as US Trustee and Computershare Trust Company of Canada, as Canadian Trustee, under which the Notes were issued. The Trust Indenture and the Notes provide that the Company must make an offer to redeem Notes from Holders in connection with the occurrence of a “Change of Control” (as defined in the Trust Indenture), which , Subject to the terms of the Trust Indenture, may be made before, subject to the occurrence of such Change of Control. As a result of the completion of the ” (As defined below), a Change of Control will occur with respect to the Company. Accordingly, the Company offers to purchase, in advance and subject to the Change of Control, all Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest up to , But not including, the Payment Date (as defined below) (the “Consideration of the Redemption Offer”). Pursuant to the Trust Indenture, if the Purchase of Shares and this Offer are completed, the Company will not be required to make further offers to redeem the Notes as a result of the completion or completion of The Purchase of Shares. Purchase, in advance and subject to the occurrence of the Change of Control, all Notes at a purchase price of 101% of the aggregate principal plus accrued and unpaid interest to, but not including, Date (As defined below) (the “Consideration of the Offer to Purchase”). Pursuant to the Trust Indenture, if the Purchase of Shares and this Offer are completed, the Company will not be required to make further offers to redeem the Notes as a result of the completion or completion of The Purchase of Shares. Purchase, in advance and subject to the occurrence of the Change of Control, all Notes at a purchase price of 101% of the aggregate principal plus accrued and unpaid interest to, but not including, Date (As defined below) (the “Consideration of the Offer to Purchase”). Pursuant to the Trust Indenture, if the Purchase of Shares and this Offer are completed, the Company will not be required to make further offers to redeem the Notes as a result of the completion or completion of The Purchase of Shares. The Payment Date (as defined below) (the “Consideration of the Redemption Offer”). Pursuant to the Trust Indenture, if the Purchase of Shares and this Offer are completed, the Company will not be required to make further offers to redeem the Notes as a result of the completion or completion of The Purchase of Shares. The Payment Date (as defined below) (the “Consideration of the Redemption Offer”). Pursuant to the Trust Indenture, if the Purchase of Shares and this Offer are completed, the Company will not be required to make further offers to redeem the Notes as a result of the completion or completion of The Purchase of Shares.

Holders who validly tender their Notes prior to or on the Maturity Date will be entitled to receive the Offer Consideration equal to US $ 1,010 per US $ 1,000 of the Notes purchased pursuant to the Offer plus Accrued and unpaid interest in respect of their Notes purchased from the last due date of interest payment up to but not including the date of payment for the Notes.

The date of payment for the Notes purchased under the Competing Offer. Holders who deposit their Notes in the Competitive Offer no later than 9:00 am (New York City time) on May 19, 2017, but after 5:00 am (New York City time) on April 21, 2017, will receive per $ 1,000 US purchased under the Competing Offer US $ 960 plus accrued and unpaid interest up to but not including the payment date. The date of payment of the Offer and the date of payment of the Competing Offer should be identical. Will receive per tranche of US $ 1,000 bought under the Competing Offer for US $ 960 plus accrued and unpaid interest up to but not including the payment date. The date of payment of the Offer and the date of payment of the Competing Offer should be identical. Will receive per tranche of US $ 1,000 bought under the Competing Offer for US $ 960 plus accrued and unpaid interest up to but not including the payment date. The date of payment of the Offer and the date of payment of the Competing Offer should be identical.

Subject to compliance with the terms and conditions of the Offer or the waiver thereof, the Company, without delay after the Maturity Date (the “Acceptance Date”), agrees to purchase all Notes Validly deposited on or before the Maturity Date (and not validly withdrawn at or prior to the Maturity Date). The Company will pay the Counterpart of the Offer to Purchase under the Offer for Acceptable Purchase Notes promptly upon acceptance of the purchase of such Notes (the Payment Date being referred to as the “Payment Date”), .

The Company’s obligation to finalize the Offer is subject to the completion or waiver of the purchase by an affiliate of the Company of any shares of the Company held by funds advised by Apax Partners “Purchase of Shares”). The Purchase of Shares is not subject to the completion of the Offer.

The Information Agent for the Offer is DF King & Co., Inc. Holders with questions or wishes to obtain additional copies of the Offer Documents may contact the Information Agent, DF King & Co., Inc., at (800) 697-6975 (toll-free) or (212) 269-5550 (collect).

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell Notes. The Offer is made only in accordance with the Declaration, as amended by this press release dated May 8, 2017, and the related Transmittal (together with the Declaration, the “Offer Documents”). Ticket holders and investors are urged to carefully read the Offer Documents, as they contain important information, including the various terms and conditions of the Offer and the Consent Solicitation. Neither the Company, the agents of the redemption offer,

About GardaWorld

GardaWorld is one of the largest privately held security services companies in the world. We provide transportation and securities processing services, protection services and pre-board screening at Canadian airports. GardaWorld’s 62,000+ professionals, dedicated and highly qualified, serve a diverse clientele in North America, the Middle East, Africa and Europe. We work in a variety of sectors including financial services, infrastructure, natural resources and retail, and we serve Fortune 500 companies, governments and humanitarian organizations

Source: Garda World Security Corporation