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Media Contacts:
Nancy Thompson, Vorticom Public Relations
Phone: 212-532-2208 Email: nancyt@vorticom.com
Vanessa Showalter, 91Ƶ/PR Manager
Phone: 714-619-9744 Email: Vanessa.Showalter@aus.com
SANTA ANA, Calif.--June 20, 2019─91Ƶ today announced that 91Ƶ Holdco LLC (the “Company”) and 91Ƶ Finance Corporation, the Company’s wholly owned subsidiary (together with the Company, the “Issuers”), intend to offer (i) $500 million in aggregate principal amount of Senior Secured Notes due 2026 (the “Secured Notes”) and (ii) $1,050 million in aggregate principal amount of Senior Notes due 2027 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), subject to market and other conditions.
The Company intends to use the net proceeds from the Notes offerings, together with borrowings under the New Senior Secured Credit Facilities, to (i) repay in full all outstanding indebtedness under the Company’s existing credit facilities, (ii) fund the redemption of all the Company’s existing notes and (iii) pay related fees, costs, premiums and expenses in connection with these transactions.
Concurrently with the issuance of the Notes, the Company intends to enter into the new senior secured credit facilities (the “New Senior Secured Credit Facilities”), which are expected to consist of (i) a $2,520 million seven year senior secured first-lien term loan facility and a seven year senior secured first-lien delayed draw term loan facility providing borrowings of up to $200 million (together, the “New Term Loan Facility”), (ii) a $300 million five-year senior secured first-lien revolving credit facility (the “New Revolving Credit Facility”) and (iii) a $750 million five year senior secured first-lien asset based lending credit facility (the “New ABL Credit Facility”). The delayed draw term loan facility, the New Revolving Credit Facility and the New ABL Credit Facility are expected to be undrawn at the closing of the Senior Secured Credit Facilities. The Notes offerings are conditioned upon the entry into the New Senior Secured Credit Facilities.
The Notes will be guaranteed, in the case of the Secured Notes, on a senior secured basis, and, in the case of the Unsecured Notes, on a senior unsecured basis, in each case, by each of the Company’s existing and future wholly-owned domestic restricted subsidiaries that will guarantee the New Senior Secured Credit Facilities (the “Guarantors”). The Secured Notes and the related guarantees will be secured on a first-lien basis by substantially all assets of the Issuers and the Guarantors (other than any excluded assets or ABL Priority Collateral (as defined below)), which assets will also secure the Issuers’ and the Guarantors’ obligations under the New Term Loan Facility and the New Revolving Credit Facility ratably on a pari passu basis, subject to permitted liens. The secured notes and the related guarantees will also be secured on a second-lien basis ratably on a pari passu basis with the New Term Loan Facility and the New Revolving Credit Facility, subject to permitted liens, by certain of the assets of the Issuer and the Guarantors that secure obligations under the New ABL Credit Facility on a first-lien basis (the “ABL Priority Collateral”).
The Notes and the related guarantees are being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction’s securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About 91Ƶ:
91Ƶ®, a leading security and facility services company in North America with over 210,000 employees and revenues over $7.1 billion, provides unparalleled security services and technology solutions. With offices located throughout the nation as well as internationally (Canada, Honduras, Mexico, Nicaragua and the United Kingdom), 91Ƶ is responsible for protecting client sites covering multiple specialty sectors such as higher education, healthcare, retail, commercial real estate, government and corporate campuses, etc. Supported by vast experience gained from being in business for over 60 years, 91Ƶ provides proactive security services and cutting-edge smart technology to deliver evolving, tailored solutions that allow clients to focus on their core business. Through world-class customer service, highly advanced systems and cohesive technology solutions…91Ƶ is There for you™.
Forward-Looking Statements:
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are often identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will” and other similar words or expressions. Statements regarding the Notes offerings, entry into the New Senior Secured Credit Facilities and the use of proceeds therefrom contain forward-looking statements.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from 91Ƶ’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which 91Ƶ is unable to predict or control, that may cause 91Ƶ’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the Notes offerings and the New Senior Secured Credit Facilities.
91Ƶ cautions investors that any forward-looking statements made by 91Ƶ are not guarantees of future performance. 91Ƶ disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
