Garda starts roadshow for $630 million eight-year notes offering

By Paul A. Harris

Portland, Ore., April 24 – Garda World Security Corp. began a roadshow on Monday for a $630 million offering of eight-year senior notes (Caa2/CCC+/B-), according to a syndicate source.

The roadshow runs Monday and Tuesday in New York and New Jersey and moves to Boston on Wednesday. The Rule 144A and Regulation S for life offering is set to price thereafter.

Global coordinator Citigroup Global Markets Inc. is the left bookrunner. Global coordinator Barclays is a joint bookrunner. Macquarie Capital, SG CIB and TD Securities are also joint bookrunners. Altacorp is the co-manager.

The notes become callable after three years at par plus 75% of the coupon. They also feature a three-year 40% equity clawback and par plus the coupon and a 101% poison put.

Under the provisions of a special mandatory redemption feature, to the extent Garda's outstanding notes are not tendered in a pending change-of-control offer or tender offer, the issuer must redeem at par an amount of the new notes equal to 101% of the existing notes that were not tendered, provided that at least $500 million new notes will remain outstanding.

The Montreal-based cash logistics and security solutions provider plans to use the proceeds from the sale of the new eight-year notes to refinance debt and for general corporate purposes, including a dividend to fund a stock repurchase.

If the stock purchase is not consummated or the stock purchase agreement is terminated on or before Oct. 15, 2017, the issuer must redeem the new eight-year notes at par.

Proceeds will be escrowed pending the stock repurchase.

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