MONTRÉAL, July 22,
2024 /PRNewswire/ - Garda World Security Corporation
("GardaWorld" or the "Company") announced today the commencement of
a private offering (the "Offering") of its US$400 million aggregate principal amount of
senior unsecured notes due 2032 (the "Notes").
The Company intends to use the net proceeds from the Offering to
(i) 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") and to pay related fees
and expenses, (ii) for general corporate purposes, including
potential future acquisitions, and (iii) to pay fees and expenses
related to the Offering. The OnSolve Acquisition is expected to
close prior to the end of the third quarter of fiscal 2025, subject
to customary closing conditions. The completion of the Offering is
not conditioned on the completion of the OnSolve Acquisition. The
Notes will be guaranteed by each of the Company's existing and
future subsidiaries that guarantee the Company's senior secured
credit facilities.
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 (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