Garda World Security Corporation Announces New Offering of US$1 Billion Senior Notes due 2032 and Redemption of US$604.4 Million of Senior Notes due 2027

MONTR?AL, Oct. 29, 2024 /PRNewswire/ -?Garda World Security Corporation ("GardaWorld" or the "Company"), an entrepreneurial-driven corporation focused on building global champions in security services, AI-enabled security technology, integrated risk management and cash automation solutions, announced today the commencement of a private offering (the "Offering") of new senior unsecured notes due 2032 in an aggregate principal amount of US$1.0 billion (the "New Notes") and the issuance of a conditional notice of redemption (the "2027 Unsecured Notes Redemption") for all of its 9.5% senior unsecured notes due 2027, of which US$604.4 million in aggregate principal amount is outstanding (the "2027 Unsecured Notes"), in accordance with the terms of the 2027 Unsecured Notes and the related indenture. The New Notes will be guaranteed by each of the Company's existing and future subsidiaries that guarantee the Company's senior secured credit facilities.

The Company intends to use the net proceeds from the Offering (i) to finance the 2027 Unsecured Notes Redemption, (ii) to finance the cash consideration in respect of its previously announced acquisition of the business of Stealth Monitoring, a North American leader in cutting-edge commercial mobile and fixed video monitoring security solutions in the United States and Canada (the "Stealth Acquisition"), (iii) to pay fees and expenses related to the Offering, the 2027 Unsecured Notes Redemption and the Stealth Acquisition, and (iv) with any remaining proceeds, for general corporate purposes, including potential future acquisitions. Pending any specific application of the net proceeds, the Company may use a portion of the proceeds to invest in government securities or cash equivalents.

The Stealth Acquisition is expected to close prior to January 31, 2025 (the "End Date"), subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions. The completion of the Offering is not conditioned on the completion of the Stealth Acquisition. However, if (i) the consummation of the Stealth Acquisition does not occur on or before the End Date, or (ii) prior thereto, (a) the merger agreement for the Stealth Acquisition is terminated or (b) the Company delivers a notice to the trustee stating that it has decided that it will not pursue the consummation of the Stealth Acquisition or that it has determined in its sole discretion that the consummation of the Stealth Acquisition cannot or is not reasonably likely to be satisfied by the End Date, the Company will be required to redeem US$350.0 million aggregate principal amount of the New Notes then outstanding on a special mandatory partial redemption date at a redemption price equal to 100% of the aggregate offering price of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, such redemption date.

In connection with the Offering, on October 29, 2024, the Company issued a conditional notice of redemption to redeem all of its US$604.4 million aggregate principal amount of outstanding 2027 Unsecured Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, which is scheduled to occur on November 8, 2024. GardaWorld's obligation to redeem the 2027 Unsecured Notes is conditioned upon the Company having completed a debt financing on terms and conditions satisfactory to it. This press release does not constitute a notice of redemption with respect to the 2027 Unsecured Notes.

The Offering will be 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 are 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 (Qu?bec) for distribution of securities to persons established outside Qu?bec, 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 New Notes (nor the 2027 Unsecured 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 New 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 New 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-driven 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