Offering amount upsized following strong
market support and investor appetite
MONTRÉAL, July 25,
2024 /PRNewswire/ - Garda World Security Corporation
("GardaWorld" or the "Company") announced today the closing of the
private offering (the "Offering") of US$550
million aggregate principal amount of 8.250% senior
unsecured notes due 2032 (the "Notes").
The Company intends to use the net proceeds from the Offering
(i) to finance its acquisition of the business of OnSolve, LLC, a
leading provider of critical event management including risk
intelligence, mass notifications, incident management and travel
risk management (the "OnSolve Acquisition" or "OnSolve") and to pay
related fees and expenses, (ii) to repay outstanding amounts on our
senior secured revolving credit facility, (iii) to pay fees and
expenses related to the Offering, and (iv) for general corporate
purposes, including potential future acquisitions. The OnSolve
Acquisition is expected to close in the coming days, subject to
customary closing conditions. The Notes are guaranteed by each of
the Company's existing and future subsidiaries that guarantee the
Company's senior secured credit facilities.
"We're pleased with the strong investor support for this
unsecured offering which resulted in a significantly oversubscribed
transaction. Due to very strong demand, we upsized our offering
from an intended US$400 million to
US$550 million, securing a pricing at
8.25%," said Patrick Prince, Senior
Vice President and Chief Financial Officer of GardaWorld. "The
success of this Offering is part of our larger refinancing strategy
that includes obtaining repricing on our Term Loan B in order to
save significant future interest costs. Thanks to strong investor
support, we are confident this will also be achieved. We look
forward to now accelerating our execution on our ambitious growth
strategies."
Subsequent to this Offering, GardaWorld expects to join OnSolve
with its Crisis24 business, furthering its strategy to create a
global champion business and create the industry's most advanced
and comprehensive risk management service
portfolio.
The Offering was made in a private transaction in reliance upon
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), in the United States only to investors who were
reasonably believed to be "qualified institutional buyers," as that
term is defined in Rule 144A under the Securities Act, and pursuant
to the prospectus exemption of section 12 of the Securities Act
(Québec) for distribution of securities to persons established
outside Québec, or outside the United
States pursuant to Regulation S under the Securities Act and
upon reliance on the accredited investor prospectus exemption in
Canada.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any
of the Notes in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Notes mentioned herein have not been and will not be qualified
for sale to the public under applicable Canadian securities laws
and, accordingly, any offer and sale of securities in Canada will be made on a basis which is exempt
from the prospectus and dealer registration requirements of such
securities laws. The Notes have not been and will not be registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States or Canada without registration or an applicable
exemption from registration requirements or an applicable exemption
from the prospectus requirements of Canadian securities
legislation.
About GardaWorld
GardaWorld is an
entrepreneurial-minded corporation that builds global champions in
security services, AI-enabled security technologies, integrated
risk management and cash automation solutions, employing more than
132,000 highly skilled and dedicated professionals across the
globe. Driven by a relentless entrepreneurial culture and core
values of integrity, vigilance, trust and respect, GardaWorld's
global champions offer sophisticated, tailored security and
technology solutions through high-touch partnerships and
consistently superior service delivery. With a deep understanding
that security is critical to the organizational resilience of
business operations and the safety of communities, GardaWorld is
committed to impeccable governance, professional care and the
well-being of everyone. Thanks to a well-earned reputation,
GardaWorld businesses are long-standing security partners of choice
to some of the most prominent brands, influential individuals,
Fortune 500 corporations and governments. For more information,
visit gardaworld.com.
Forward-Looking Statements
Information provided
and statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of the
applicable securities laws. Certain statements in this press
release may constitute forward-looking information within the
meaning of securities laws. Forward-looking information may relate
to GardaWorld's future outlook and anticipated events, business,
operations, financial performance, financial condition or results
and, in some cases, can be identified by terminology such as "may";
"will"; "should"; "expect"; "plan"; "anticipate"; "believe";
"intend"; "estimate"; "predict"; "potential"; "continue";
"foresee", "ensure" or other similar expressions concerning matters
that are not historical facts. In particular, statements regarding
GardaWorld's future operating results and economic performance and
its objectives and strategies are forward-looking statements. These
statements are based on certain factors and assumptions including
the growth management, market competition, cost of financing, key
personnel, government regulations, standard customer service
contracts, insurance, strikes and other labor protest, supply chain
disruptions, information technology system and cybersecurity
breaches, operations outside Canada and the
United States, cash in circulation and prevailing economic
activity, currency fluctuations, credit risk, reputational risk and
financial covenants risk, many of which are beyond GardaWorld's
control. While management considers these assumptions to be
reasonable based on information currently available to GardaWorld,
they may prove to be incorrect. Forward-looking information is also
subject to certain factors, including risks and uncertainties that
could cause actual results to differ materially from what
GardaWorld currently expects. The foregoing list of important
factors is not exhaustive. Therefore, future events and results may
vary significantly from what management currently foresees. The
reader should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. GardaWorld will not update these statements unless
applicable securities laws require GardaWorld to do so.
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SOURCE GardaWorld Security Corporation