Garda World Security Corporation Announces Pricing of Previously-Announced Offering of Senior Notes due 2025

MONTREAL, QUEBEC--(Marketwired - April 27, 2017) - Garda World Security Corporation (the "Company" or "GardaWorld") announced today the pricing of the private offering (the "Offering") of US$500 million aggregate principal amount of 8.75% Senior Notes due 2025 (the "Notes") by GW Honos Security Corporation (the "Escrow Issuer"), an affiliate of the Company. The Offering is expected to close into escrow on or about May 8, 2017. The Offering is part of the financing of the previously announced stock purchase agreement entered into on March 23, 2017 by an entity held by affiliates of Rhone Capital L.L.C., Stéphan Crétier and an affiliate of Apax Partners LLP pursuant to which the 29.4% equity interest in the GardaWorld business currently owned by an affiliate of Apax Partners LLP will be purchased for cash consideration (the "Stock Purchase"). Upon the consummation of the Stock Purchase, the Escrow Issuer will amalgamate with the Company, the Company will assume the obligations of the Escrow Issuer under the Notes and the related indenture and the Notes will be guaranteed by each of the Company's existing and future subsidiaries that guarantee the Company's new senior secured credit facilities. The Company intends to use the net proceeds from the Notes offering, together with borrowings under its new senior secured credit facilities, the proceeds from certain equity contributions and, if necessary, the net proceeds from the incurrence of additional unsecured indebtedness, to (i) fund the Stock Purchase, (ii) fund the previously announced cash tender offers (the "tender offers") for any and all of its 7.25% U.S. dollar denominated senior notes due 2021 (the "2021 notes"), (iii) refinance its existing credit facilities and (iv) pay related fees and expenses.

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 "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.