On March 5, 2018, Garda World Security Corp. (GardaWorld, or the Company) announced that it successfully completed its previously announced private offering of US$125.0 million aggregate principal amount of additional 8.75-per-cent senior notes due 2025 (the Notes).
GardaWorld is one of the largest privately owned business solutions and security services companies in the world.
The Notes rank pari passu with and form part of a single class with GardaWorld’s initial US$500.0 million aggregate principal amount of 8.75-per-cent senior notes due 2025 (the Initial Notes).
The Notes offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), are fungible with, and trade under the same CUSIP/ISIN numbers as, the Initial Notes held through Rule 144A Notes and the Notes offered pursuant to Regulation S under the Securities Act are initially subject to restrictions on transfer and will initially trade separately under different CUSIP and ISIN numbers than the Initial Notes held through Regulation S Notes until such transfer restrictions no longer apply, which will occur, at the earliest, on the date that is four months plus a day after the Notes were issued.
Thereafter, holders of such Notes offered pursuant to Regulation S under the Securities Act may transfer their Notes into the same CUSIP and ISIN as the Initial Notes held through Regulation S Notes.
Proceeds from the Notes offering will be used to repay $20.0 million of outstanding indebtedness under a US$157.5 million multi-currency revolving credit facility that matures on May 26, 2022 (the Revolving Credit Facility), which was incurred to finance a recent acquisition, and to pay fees and expenses related to the offering, with the remaining proceeds to be used for general corporate purposes (which may include acquisitions).
The Company may use the remaining proceeds described in the preceding sentence to temporarily repay outstanding borrowings under the Revolving Credit Facility.
The offering of the Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, in the United States only to investors who are “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 exemption in Canada.
Simpson Thacher & Bartlett LLP acted as US counsel to Garda. The Simpson Thacher team included Ken Wallach, Brian Rosenzweig and Conor Colasurdo (capital markets), Adam Shapiro (banking and credit), Jonathan Cantor and Jodi Schneider (tax) and Jeanne Annarumma (ERISA).
Séguin Racine Attorneys Ltd. acted as Canadian counsel to Garda with a team comprising Pierre-Hubert Seguin, Éric Archambault, David Gravel and Stéphane Palardy.
Cravath, Swaine & Moore LLP acted as the Underwriter’s US counsel with a team comprising Will Fogg, Bill Roegge and Zach Savrick.