MONTREAL, QUEBEC, CANADA--(Marketwire - Oct. 23, 2012) - Garda World Security Corporation ("Garda") (TSX:GW) announced today that the requisite holders of its 9.75% Senior Notes due 2017 (CUSIP No. 36485MAB5; ISIN CA36485MAB50) (the "Canadian Notes") had consented to the proposed amendments to the indenture governing the Canadian Notes (the "Proposed Amendments"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated October 4, 2012 (the "Statement").
As of 5:00 p.m., New York City and Montreal time, on October 22, 2012, Garda had received and accepted valid consents with respect to CDN$161,246,000 or approximately 92% of the outstanding aggregate principal amount of the Canadian Notes. Accordingly, Garda entered into a supplemental indenture reflecting the Proposed Amendments (the "Supplemental Indenture"). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments are effective and bind every holder of the Canadian Notes. However, the Proposed Amendments will not become operative unless the Arrangement (as defined in the Statement) is consummated and upon payment of the Consent Payment (as defined below). Holders of the Canadian Notes for which a consent has been received (and not validly revoked) will be paid an amount of CDN$5.00 per CDN$1,000 aggregate principal amount of Canadian Notes (the "Consent Payment") if the conditions to the Canadian Notes Solicitation are satisfied or waived.
The Canadian Notes Solicitation was being made solely on the terms and subject to the conditions set forth in the Statement and the accompanying Consent Letter.
BofA Merrill Lynch and RBC Capital Markets acted as solicitation agents in connection with the Canadian Notes Solicitation. Questions may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4813 (collect) or RBC Capital Markets at (877) 381-2099 (toll free), (212) 618-7822 (collect) or (416) 842-6311 (collect). DF King & Co., Inc. acted as the information agent for the Canadian Notes Solicitation. Questions and requests for additional documents may be directed to DF King & Co, Inc. at (800) 967-4612 (toll free), (212) 269-5550 (banks and brokers), or email@example.com.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
Garda is a global provider of security and cash logistics solutions. With headquarters in Montreal, Canada, the firm's 45,000 dedicated professionals, among the most highly qualified and best-trained in the industry, serve clients in countries throughout North America, Europe, Latin America, Africa, Asia and the Middle East. Garda works with clients in a broad range of sectors and industries including financial institutions, retailers, governments, humanitarian relief organizations and the natural resources, construction and telecommunications industries. Garda's global experts take the time to fully understand their clients' business goals and objectives in order to customize solutions with strong local engagement that meet their needs. As a result, clients can improve operational performance, meet their business obligations, and achieve their corporate objectives. With proven experience and a commitment to ensuring the highest ethical standards in everything the company does, Garda has earned a reputation for integrity, leadership and uncompromising safety standards. Most importantly, businesses, governments and individual clients place their trust in Garda. For more information, visit: www.garda.com.