Garda World Security Corporation Announces Commencement of Consent Solicitation with Respect to Its Outstanding Senior Notes due 2025 Pursuant to the Amendment Provisions of the Related Indenture
MONTREAL, Oct. 15, 2019 /CNW/ - Garda World Security Corporation (the "Company" or "GardaWorld") announced today that it has commenced a solicitation (the "Consent Solicitation") of consents (the "Consents") relating to its outstanding U.S. dollar denominated 8.75% Senior Notes due 2025 (CUSIP Nos./ISINs: 362438 AA1/36299AXJ5/US362438AA12, C4200P AA9/C4299AAC0/USC4200PAA96, C36025 AE1/C3699AAL8/USC36025AE18) (the "Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated the date hereof (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement"), and in the related Consent Form, dated the date hereof (as it may be amended or supplemented from time to time, the "Consent Form" and the Consent Form, collectively with the Consent Solicitation Statement, the "Consent Solicitation Documents").
The purpose of the Consent Solicitation is to coordinate the Tender Offer (as defined below) with the anticipated financing for the Tender Offer, which is expected to commence as soon as practicable after the expiration of withdrawal rights with respect to the Tender Offer. In the Consent Solicitation, the Company is soliciting Consents to a proposed amendment (the "Proposed Amendment") to the indenture dated as of May 8, 2017 governing the Notes (as amended or supplemented to the date hereof, the "Indenture") to permit the elimination of withdrawal rights with respect to the Tender Offer at 5:00 p.m., New York City time, on October 18, 2019 and still allow the Tender Offer to remain in compliance with the requirements for a Change of Control Offer (as defined below) under the Indenture, which currently does not permit the revocation of withdrawal rights from a Change of Control Offer. Subject to the terms and conditions set forth herein, the Company will pay any Holder (as defined below) who validly delivers a Consent at or prior to the Consent Expiration Time (as defined below), an amount in cash equal to $5.00 per $1,000 aggregate principal amount of Notes (the "Consent Fee"). Except for the Proposed Amendment, there are no other amendments to the terms of the Notes being sought in connection with the Consent Solicitation.