G4S International begins tender offers and proposals for three series

Chicago, May 20 – G4S International Finance plc announced tender offers and proposals for three series of notes in an announcement on Thursday.

The company is offering to buy any and all of the notes from the following three series:

• €500 million outstanding of 1.5% guaranteed notes due 2023 (ISIN: XS1515216650) to be repurchased at 102.125 inclusive of a 2% early tender payment;

• €500 million outstanding of 1.5% guaranteed notes due 2024 (ISIN: XS1619992883) to be repurchased at 103.375 inclusive of a 3% early tender payment; and

• €550 million 1.875% guaranteed notes due 2025 (ISIN: XS1824462896) to be repurchased at 104.5 inclusive of a 4% early tender payment.

The notes are guaranteed by G4Splc.

Impact of acquisition

The company is being purchased by Allied Universal. G4S understands that Allied Universal wishes to streamline its capital structure. G4S aims to help them achieve this goal. If the offers are accepted and the proposals (below) passed, the company will apply to S&P Global Ratings to withdraw ratings on the company and the notes.

A change of control has technically occurred as of April 6, due to the acquisition. As a result of the acquisition, the company and the notes were downgraded to B from BBB- on April 22 by S&P.

As a result of the rating downgrade, the notes are now subject to a step-up in the coupon payment rate. The coupons would technically step up on Jan. 9, 2022.

Separately, should the offers and the proposals be unsuccessful, the notes will likely be putable, because of the acquisition, on Aug. 4.

Proposals

G4S is seeking noteholder approval to modify the notes so that they can be redeemed early.

The company seeks to redeem all notes not tendered in the offers on June 22.

The issuer intends to pay 100.125 for the 2023 notes, 100.375 for the 2024 notes and 100.5 for the 2025 notes.

Meetings will be held on June 18 to pass the related extraordinary resolutions.

Noteholders may submit separate consents for the extraordinary resolutions, separate from the tender offer.

For noteholders who submit a consent an early consent by 5 p.m. ET on June 3 will receive a 2% consent free for the 2023 notes, a 3% consent fee for the 2024 notes and a 4% consent fee for the 2025 notes.

For the extraordinary resolutions to be passed, the company needs a quorum representing not less than two-thirds of the amount of notes outstanding.

The voting deadline is noon ET on June 15.

Details

Allied Universal will use money from recent borrowings and equity contributions to fund the offers if the extraordinary resolutions are passed.

The early deadline is 5 p.m. ET on June 3.

Tender instructions are due at 4 a.m. ET on June 18.

Settlement and early redemption are scheduled for June 22.

Citigroup Global Markets Ltd. is the dealer manager (+44 20 7986 8969, 800 558-3745, 212 723-6106, liabilitymanagement.europe@citi.com).

Lucid Issuer Services Ltd. is the tender and information agent (+44 20 7704 0880, g4s@lucid-is.com).

G4S is a multinational security services company with headquarters in London.

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