Garda seeks to amend 'change-of-control' definition under 9¾% notes

By Marisa Wong

Madison, Wis., Oct. 4 - Garda World Security Corp. announced it is soliciting consents to proposed amendments to the indentures governing its U.S. dollar-denominated 9¾% senior notes due 2017 and its Canadian dollar-denominated 9¾% senior notes due 2017.

Garda is soliciting consents from holders of record as of 5 p.m. ET on Oct. 3 to amend the definition of change of control in the indentures. Garda wants to waive the obligation to make a change-of-control offer upon closing of its acquisition by Crepax Acquisition Corp.

The two companies entered into an arrangement on Sept. 7, under which Crepax will purchase all of Garda's class A shares. A special meeting of shareholders and optionholders is scheduled for Oct. 24, and the arrangement is expected to close shortly after that. If the acquisition is completed, a change of control, as currently defined by in the notes indentures, would occur. Garda would then be required to make an offer to repurchase the notes at 101% of par plus accrued interest.

All other terms of the notes are not affected by the consent solicitation.

Holders who deliver their consents at or prior to 5 p.m. ET on Oct. 15, the expiration of the consent solicitation, will receive a cash payment of $2.50 per $1,000 principal amount of U.S. dollar-denominated notes or C$2.50 per C$1,000 principal amount of Canadian dollar notes.

Each consent solicitation is subject to customary conditions, including the receipt of consents from holders of two-thirds of the total principal amount of the applicable series of notes.

The company said it will enter into supplemental indentures effecting the proposed amendments promptly after receiving the needed consents. The amendments will not become operative unless the arrangement is completed and the consent payments are made.

Consents may be revoked until the earlier of the effective time of the amendments or the expiration time of the solicitation.

Bank of America Merrill Lynch (888 292-0070 or collect at 980 388-4813) and RBC Capital Markets (877 381-2099 or collect at 212 618-7822 or 416 842-6311) are the solicitation agents. DF King & Co., Inc. (800 967-4612, for banks and brokers 212 269-5550 or gardaworld@dfking.com) is the information agent.

Garda provides security and cash logistics solutions and is based in Montreal.

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