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Garda World gets needed consents for 2025 notes, extends tender offer
By Marisa Wong
Los Angeles, Oct. 21 – Garda World Security Corp. said it obtained the necessary consents to amend its $625 million of 8¾% senior notes due 2025.
As of 5 p.m. ET on Oct. 18, the consent expiration time, the company had received consents from holders of $596.1 million, or 95.4%, of the outstanding 2025 notes, more than the majority needed to amend the notes.
As previously announced, the company sought to amend the notes to permit the elimination of withdrawal rights with respect to an ongoing tender offer. Specifically, the proposed amendment allows the tender offer to remain in compliance with the requirements for a change-of-control offer under the indenture, which previously did not permit the revocation of withdrawal rights from a change-of-control offer.
The company will pay holders who delivered consents by the consent expiration time $5.00 in cash per $1,000 principal amount of notes.
The company said it will enter into a supplemental indenture effecting the proposed changes. The amendment will not become operative, however, until the consent fee is paid.
The consent fee, which will be paid at settlement of the tender offer, is conditioned on the purchase of the company by a consortium of investors.
On Sept. 13, the company announced the change-of-control offer to purchase any and all of the 2025 notes for $1,010 per $1,000 face value of the notes, plus accrued interest to the payment date.
On Monday, the company announced it has extended the expiration time for the cash tender offer until 5 p.m. ET on Oct. 22 from 5 p.m. ET on Oct. 18.
The deadline was previously extended from 5 p.m. ET on Oct. 11.
The tender offer is not conditioned on receipt of required consents under the consent solicitation.
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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