MONTRÉAL, July 22,
2024 /PRNewswire/ - Garda World Security Corporation
("GardaWorld" or the "Company") announced today the pricing of the
private offering (the "Offering") of US$550
million aggregate principal amount of 8.250% senior
unsecured notes due 2032 (the "Notes"), which represents an
increase of US$150 million from the
aggregate principal amount of Notes previously announced. The
Offering is expected to close on or about July 25, 2024, subject to the completion of
customary closing conditions. The Company intends to use the net
proceeds from the Offering (i) to finance its acquisition of the
business of OnSolve, LLC, a leading provider of critical event
management including risk intelligence, mass notifications,
incident management and travel risk management (the
"OnSolve Acquisition") and to pay related fees and expenses,
(ii) to repay outstanding amounts on our senior secured revolving
credit facility, (iii) to pay fees and expenses related to the
Offering, and (iv) for general corporate purposes, including
potential future acquisitions. The OnSolve Acquisition is expected
to close prior to the end of the third quarter of fiscal 2025,
subject to customary closing conditions. The completion of the
Offering is not conditioned on the completion of the OnSolve
Acquisition. The Notes will be guaranteed by each of the Company's
existing and future subsidiaries that guarantee the Company's
senior secured credit facilities.
The Offering 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 prospectus 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.
About GardaWorld
GardaWorld is an
entrepreneurial-minded corporation that builds global champions in
security services, AI-enabled security technologies, integrated
risk management and cash automation solutions, employing more than
132,000 highly skilled and dedicated professionals across the
globe. Driven by a relentless entrepreneurial culture and core
values of integrity, vigilance, trust and respect, GardaWorld's
global champions offer sophisticated, tailored security and
technology solutions through high-touch partnerships and
consistently superior service delivery. With a deep understanding
that security is critical to the organizational resilience of
business operations and the safety of communities, GardaWorld is
committed to impeccable governance, professional care and the
well-being of everyone. Thanks to a well-earned reputation,
GardaWorld businesses are long-standing security partners of choice
to some of the most prominent brands, influential individuals,
Fortune 500 corporations and governments. For more information,
visit gardaworld.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. In particular,
statements regarding GardaWorld's future operating results and
economic performance and its objectives and strategies are
forward-looking statements. These statements are based on certain
factors and assumptions including the growth management, market
competition, cost of financing, key personnel, government
regulations, standard customer service contracts, insurance,
strikes and other labor protest, supply chain disruptions,
information technology system and cybersecurity breaches,
operations outside Canada and
the United States, cash in
circulation and prevailing economic activity, currency
fluctuations, credit risk, reputational risk and financial
covenants risk, many of which are beyond GardaWorld's control.
While management considers these assumptions to be reasonable based
on information currently available to GardaWorld, they may prove to
be incorrect. Forward-looking information is also subject to
certain factors, including risks and uncertainties that could cause
actual results to differ materially from what GardaWorld currently
expects. The foregoing list of important factors is not exhaustive.
Therefore, future events and results may vary significantly from
what management currently foresees. 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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SOURCE GardaWorld Security Corporation