Garda amends indenture for one note series, extends deadline for other

By Toni Weeks

San Diego, Oct. 16 - Garda World Security Corp. announced it received consents from holders of $220,055,000, or about $88%, of its U.S. dollar-denominated 9¾% senior notes due 2017 and C$106,270,000, or about 61%, of its Canadian dollar-denominated 9¾% senior notes due 2017 by 5 p.m. ET on Oct. 15, the consent expiration deadline for the two series of notes.

As each consent solicitation is subject to the receipt of consents from holders of two-thirds of the total principal amount of the applicable series of notes, the consents received were enough to amend the indenture governing the 9¾% U.S. dollar-denominated notes, and Garda entered into a supplemental indenture for the notes on Oct. 15.

The condition was not satisfied for the 9¾% Canadian dollar-denominated notes, however, and Garda subsequently extended the consent solicitation for these notes to 5 p.m. ET on Oct. 18.

The company said that the amendments for the U.S. dollar-denominated notes will not become operative until an arrangement concerning Garda's acquisition by Crepax is accepted and the consent fee is paid.

The company has been 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 seeks 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.

Holders who deliver their consents by 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-denominated notes.

Consents for the Canadian dollar-denominated notes may be revoked until the earlier of the effective time of the amendments or the expiration time of the solicitation. Consents for the U.S. dollar-denominated notes may no longer be withdrawn.

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 services and is based in Montreal.

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