Garda gets early tenders for 99.8% of 9¾% notes, 97% of 9¾% notes

By Susanna Moon

Chicago, Nov. 5 - Garda World Security Corp. said investors had tendered $299.4 million principal amount, or about 99.8%, of its $300 million outstanding U.S. dollar-denominated 9¾% senior notes due 2017 and C$169,755,000, or 97%, of its C$175 million outstanding Canadian dollar 9¾% senior notes due 2017.

The tally is as of 5 p.m. ET on Nov. 4, the early tender date.

As a result, Garda received the needed consents from holders of a majority of each series of outstanding notes to adopt the proposed amendments, according to a company press release.

Garda said it entered into a supplemental indenture effecting the proposed amendments, which will become operative when the tendered notes are settled.

The tender offer will end at midnight ET on Nov. 19. The offer began on Oct. 22.

As previously announced, the total purchase price will be $1,080.94 for each $1,000 principal amount of U.S. dollar-denominated notes and C$1,077.60 for each C$1,000 principal amount of Canadian dollar notes tendered by the early tender deadline.

The total payment includes an early tender premium of $30.00 or C$30.00 per respective $1,000 or C$1,000 of notes tendered by the early deadline.

Holders who tender after the early deadline will receive $1,050.94 per $1,000 of notes or C$1,047.60 per C$1,000 of notes.

The company also will pay accrued interest to but excluding the payment date of Nov. 8 for early tendered notes.

The company is soliciting consents to amend the notes to eliminate most of the restrictive covenants and events of default contained in each series of notes.

Holders may not tender their notes without delivering their consents or deliver consents without tendering their related notes.

Tendered notes may no longer be withdrawn, as of the early tender deadline.

The offer is conditioned on completion of debt financing of at least $715 million and C$150 million, receipt of consents for at least a majority of each note series and execution of a supplemental indenture amending the notes.

Garda said on Nov. 1 that it returned its U.S. seven-year term loan B to the $525 million launch amount from a recently revised amount of $600 million, as previously reported by Prospect News. The same day, the company also priced a downsized $300 million issue of eight-year notes (B3/B-/) at par to yield 7¼%.

The information agent is D.F. King & Co., Inc. (800 697-6975 or 212 269-5550 collect). The dealer managers are BofA Merrill Lynch (888 292-0070 and 980 388-3646 collect), RBC Capital Markets (877 381-2099 and 416 842-6311 collect and 212 618-7822 collect) or Mizuho Securities (866 271-7403 and 212 205-7543 collect).

Garda said Oct. 18 that it planned to offer new senior notes to refinance its senior secured credit facilities and its U.S. dollar- and Canadian dollar-denominated senior notes due 2017.

Garda is a Montreal-based provider of business solutions and security services.

© 2015 Prospect News.
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