Garda Completes Going-Private Transaction

A consortium formed by Stephan Crétier, Founder, Chairman and CEO, of Garda World Security Corporation (“Garda”), one of the leading Security Solutions and Cash Logistics firms in the world, and a subsidiary of funds advised by Apax Partners (“Apax”), a global private equity firm (the “Consortium”), completed the acquisition of Garda pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act for approximately $1.1 billion in cash, including assumed debt.

Apax was represented in Canada by Stikeman Elliott LLP by a team that included Brian Pukier, Amanda Linett, Jeff Hershenfield, Ryan Kirvan, Adeline Lee and Christopher Yung (M&A / corporate); Jeffrey Brown, Ashley Weber and Marisa Berswick (competition / foreign investment); John Lorito (tax); Craig Mitchell and Sumbul Ali (banking); Andrea Boctor, Luc Vaillancourt and Carla Hanneman (pensions / benefits); James Klein (real estate) and Lorna Cuthbert and Kelly O'Ferrall (employment) in Toronto; and Maxime Turcotte, Dana Borshy, Vanessa Coiteux and Alexandra Tremblay (M&A / corporate); Jean Fontaine (litigation); Howard Rosenoff (banking); Neil Bindman (real estate) and Hélène Bussières and Stephanie Weschler (employment) in Montreal.

Apax was represented in the United States by Simpson Thacher & Bartlett LLP by a team that included Ryerson Symons, Michael Holick, Samuel Warfield and Kate Yoon (M&A); Brian Steinhardt, Adam Shapiro, Daniel Kay, Lauren Colasacco and Seth Niedermayer (credit); Kenneth Wallach, Sunny Cheong and Allison Wilson (capital markets); Brian Robbins and Doug Tang (benefits); Gary Mandel, Jonathan Cantor and Danny Salinas (tax); Mindy Lok (intellectual property); Michael Isby (environmental); David Vann, Michael Naughton and Etienne Renaudeau (antitrust); Sam Charlton (real estate); and Joyce Xu, Jordan Taylor and Tyler Flood (derivatives).

Apax was also represented by Steven Bortnick and Timothy Leska (tax) of Pepper Hamilton LLP.

Garda was represented in Canada by Séguin Racine, Avocats by a team that included Pierre-Hubert Séguin, Bruno Racine, Éric Archambault, Mila Badran, Angela Kosciuk, Stéphane Palardy, Marc-Antoine St-Pierre and Jennifer McLean.

The Garda special committee was represented by Norton Rose Canada LLP by a team that included Francis Legault, Amar Leclair-Ghosh, Stephen Kelly, Thierry Dorval, Nicolas Cerminaro and Vincent Filiatrault. Mr. Crétier was represented by Michael Slan of Fogler, Rubinoff LLP.

In connection with the arrangement, credit facilities were arranged by RBC Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC and Mizuho Corporate Bank, Ltd., as Joint Lead Arrangers, for a lender syndicate.

The lenders were represented in Canada by Osler, Hoskin & Harcourt LLP with a team that included Constantine Troulis, Michael Matheson, Joyce Bernasek and Rachel Manno.

The lenders were represented in the United States by Paul Hastings LLP with a team that included Michael Baker, Marc Bacigalupo, Valerie Silverman and Seth Chandler.