Garda World seeks consents related to tender for 8¾% notes due 2025

By Wendy Van Sickle

Columbus, Ohio, Oct. 15 – Garda World Security Corp. is soliciting consents from holders of its outstanding $625 million of 8¾% senior notes due 2025 to permit the elimination of withdrawal rights with respect to an ongoing tender offer for the notes at 5 p.m., ET on Oct. 18.

The proposed amendment would allow the tender offer to remain in compliance with the requirements for a change-of-control offer under the indenture, which currently does not permit the revocation of withdrawal rights from a change-of-control offer, according to a news release.

The company will pay any holder who validly delivers a consent by the expiration time $5.00 in cash per $1,000 principal amount of notes.

Holders may both tender their notes in the tender offer and provide their consents under the consent solicitation.

On Sept. 13, the company announced the change-of-control offer to purchase any and all of the notes for $1,010 per $1,000 face value of the notes, plus accrued interest to the payment date.

On Tuesday, the company announced it has extended the expiration time for the cash tender offer until 5 p.m. ET on Oct. 18 from 5 p.m. ET on Oct. 11.

The purpose of the consent solicitation is to coordinate the tender offer with its anticipated financing, which is expected to commence as soon as practicable after the expiration of withdrawal rights for the tender offer.

The consent solicitation will expire at 5 p.m. ET on Oct. 18.

The tender offer is not conditioned on receipt of requisite consents under the consent solicitation, and the consent fee will be paid only if the amendment becomes operative and the purchase of the company by a consortium of investors is consummated.

BofA Merrill Lynch (888 292-0700 or 980 388-3646), Barclays (800 438-3242 or 212 528-7581), TD Securities (USA) LLC (212 827-6972), Jefferies LLC (888 708-5831), RBC Capital Markets, LLC (877 381-2099 or 212 618-7843), Scotia Capital (USA) Inc. (800 372-3930) and UBS Securities LLC (203 719-5201) are the solicitation agents.

The information agent is D.F. King & Co. Inc. (866 387-7321, 212 269-5550 or garda@dfking.com).

Garda World is a Montreal-based provider of business solutions and security services.

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