Garda World Security Corporation Announces Closing of Private Offering of US$550 Million of Senior Notes due 2032

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.

SOURCE GardaWorld Security Corporation