Garda World Security Corp, a Montréal-based security services provider, said it plans to refinance existing indebtedness with its forthcoming sale to U.S. private equity firm Rhône Capital and Stephan Crétier, the company’s chairman and CEO. GardaWorld said it expects to refinance the debt with a portion of the proceeds of financing deals consisting of: $71 million in equity; US$1.22 billion in new senior secured credit facilities, and; a US$630 million principal amount of new senior unsecured notes. Rhône will gain a 61 percent stake in GardaWorld with the close of the acquisition from Apax Partners, expected in July.
GardaWorld Announces Proposed Refinancing
MONTRÉAL, QUÉBEC–(Marketwired – April 7, 2017) – Garda World Security Corporation (“GardaWorld”), one of the world’s largest privately owned security and cash services providers, announced today that in connection with the completion of the previously announced purchase by an affiliate of GardaWorld of the stock of its indirect parent company held by funds advised by Apax Partners LLP (see press release dated March 24, 2017) (the “Stock Purchase”), GardaWorld intends to refinance its existing indebtedness (the “Existing Indebtedness”) outstanding under its senior secured credit facilities and its U.S. dollar denominated senior unsecured notes due 2021 (the “Existing Notes”). GardaWorld expects to refinance its Existing Indebtedness with a portion of the proceeds of financing transactions (the “Financing Transactions”) consisting of (i) C$71 million in equity contributions, (ii) new senior secured credit facilities (the “Senior Secured Credit Facilities”) consisting of (a) a US$240 million senior secured revolving credit facility, available for borrowings in either U.S. dollars or Canadian dollars; and (b) US$980 million senior secured term loan B facilities consisting of loans in U.S. dollars and Canadian dollars and (iii) US$630 million aggregate principal amount of new senior unsecured notes. At the closing of the Senior Secured Credit Facilities, GardaWorld expects the revolving credit facility will be undrawn and each of the term loan facilities will be fully drawn.
GardaWorld also intends to use a portion of the net proceeds from the Financing Transactions to fund the Stock Purchase and to pay certain fees and expenses. The refinancing of the Existing Notes is made through the cash tender offer and consent solicitation that were announced by press release on March 31, 2017 and the related offer to purchase and letter of transmittal.
Any securities issued in connection with the refinancing have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and applicable state securities or blue sky laws or foreign securities laws. Any securities issued in connection with the refinancing 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. This press release shall not constitute an offer to sell or the solicitation to buy, any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
GardaWorld is one of the world’s largest privately owned security services company, offering a range of highly focused business solutions including cash services, protective services and aviation services. Each day, GardaWorld solves tough problems; we secure global commerce and protect our clients’ people, assets and reputations. They see us as a vital interconnected partner. In less than two decades, our work has taken us from the oil fields of Kurdistan to the financial institutions of the US and airports in Canada. We operate across a broad range of sectors, including financial services, infrastructure, natural resources and retail. Our clients include Fortune 500 companies, governments and humanitarian relief organizations. Headquartered in Montreal, Canada, our 62,000 highly trained, dedicated professionals serve clients in North America, Africa and the Middle East including support for the US department in Afghanistan.
Photo courtesy of Garda World Security Corp