MONTREAL, QUEBEC – Garda World Security Corporation (the “Company” or “GardaWorld”), one of the world’s largest private security and transportation companies, It has extended the Maturity Date (as defined in the Offer to Purchase and the Consent Solicitation Statement dated March 31, 2017 (the “Declaration”)) of the Cash Repurchase Offer in the The Corporation (the “Offer”) for its 7.25% Senior Notes (the “Notes”) at midnight (00h00), New York City time, on May 8, 2017, at 8:00 am New York time, (The “Maturity Date”). The Company expects to satisfy all of the terms of the Offer prior to the relevant Offering Date,And therefore does not expect to have to extend the Maturity Date again.
The Offer is made on the terms and subject to the conditions set forth in the Declaration, as amended by this press release dated May 8, 2017 and the press releases dated April 14, 2017 and April 17, 2017. The deadline for withdrawal Validly the deposit of Tickets was at 5:00 pm, New York time, on April 13, 2017; As a result, Notes that have been deposited and not validly withdrawn, and Notes deposited after that date, may not be withdrawn unless otherwise provided by applicable law. As at the date of this press release, US $ 83,137,000 of the aggregate principal amount of the Notes representing 18.89% of the Notes outstanding was deposited under the Offer.
Holders who have validly deposited their Notes at or before 5:00 pm (New York City time) on April 21, 2017 (the “Early Deposit Date”) will be entitled to receive aggregate consideration equal to US $ 1,015 per tranche of Notes, A total principal amount of US $ 1,000 purchased under the Offer plus accrued and unpaid interest on the last interest payment date up to but not including the final payment date. Holders who deposit their Notes and whose Notes are accepted for purchase on or before the Expiry Time (as defined in the Declaration) but after the Early Deposit Date will be eligible to receive consideration To the purchase offer equal to US $ 960 per tranche of Notes of a total principal amount of US $ 1,000 purchased under the Offer,
The Offer is a separate offer from the Company’s offer to purchase the Notes (the “Change of Control Offer”) pursuant to the Offer to Purchase of the Company dated April 17, 2017. L ‘Change of Control Offering is made pursuant to the Indenture dated November 8, 2013 pursuant to which the Notes were issued to satisfy the requirement to make an offer to redeem the Notes following a Change (As defined in the Trust Indenture). The Purchase of Shares (as defined below) will constitute a Change of Control for the purposes of the Trust Indenture. Holders depositing their Notes under the Change of Control Offer will receive for each $ 1,000 principal amount of Notes purchased under the ” Change of Control Offer, $ 1,010 plus accrued and unpaid interest on the last interest payment date until, but not including, the final payment date. The date of payment of the Offer and the date of payment for the Change of Control Offer are foreseen on the same date. The Change of Control Offer is subject to the satisfaction or waiver of the conditions necessary to complete the Share Purchase.
The Company’s obligation to finalize the Offer is subject to the fulfillment or waiver of certain customary conditions which are more fully described in the Declaration as modified by the press releases dated April 14, 2017 and 17 April 2017, together with this press release dated May 8, 2017, including but not limited to: (i) completion of the purchase by an affiliate of the Company of 29.4% of the interest in Garda owned by the Affiliates of the Apax Funds (the “Purchase of Shares”) pursuant to the Share Purchase Agreement dated March 23, 2017 between the RhAne Funds, Stephan Cretier, the affiliates of the Apax and HCA Funds Parent Corp. ;
The Information Agent for the Offer and the solicitation of consents is DF King & Co., Inc. Holders who have questions or wish to obtain additional copies of the Offer Documents may contact the Agent, DF King & Co., Inc., at (800) 864-1460 (toll-free) or (212) 269-5550 (collect). Questions relating to the terms of the Offer and the Consent Solicitation may be addressed to the Dealer Managers for the Offer and Solicitation Agents for the Offer and the solicitation of consents, Citigroup Global Markets Inc. at (800 ) 558-3745 (toll-free) or (212) 723-6106 (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 and the solicitation of consents are made only in accordance with the Declaration, as amended by the press releases dated April 14, 2017 and April 17, 2017, together with this press release dated May 8, 2017 and the letter (The “Offer Documents”). Ticket holders and investors are urged to carefully read the Offer Documents as they contain important information including the terms and conditions of the Offer and the solicitation of consents. Neither the Company, the Dealer Managers and Soliciting Agents, the Offering Offerors,
About the Company
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