Allied Universal Announces Early Results of its Cash Tender Offer for its 6.625% Senior Secured Notes Due 2026

IRVINE, CA / ACCESSWIRE / February 14, 2024 / Allied Universal Holdco LLC and Allied Universal Finance Corporation (collectively, "Allied Universal") today announced the early results of the previously announced cash tender offer (the "Tender Offer") to purchase for cash up to $1,000,000,000 in aggregate consideration (exclusive of accrued and unpaid interest, the "Accrued Interest"), and as such aggregate consideration may be increased or decreased by Allied Universal, the "Maximum Tender Amount") of its outstanding 6.625% Senior Secured Notes due 2026 (the "Notes"), subject to the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (as amended, the "Offer to Purchase"). Capitalized terms used but not defined herein have the meaning given to them in the Offer to Purchase.

According to information provided by Global Bondholder Services Corporation ("GBSC"), the information and tender agent for the Tender Offer, as of 5:00 p.m., New York City time, on February 14, 2024, Allied Universal had received valid and not withdrawn tenders from registered holders (each, a "Holder" and collectively, the "Holders") of $1,689,091,000 in aggregate principal amount of the Notes, representing approximately 87.07% of the aggregate principal amount outstanding of the Notes. Due to the consideration for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeding the Maximum Tender Amount (excluding Accrued Interest), the aggregate principal amount of Notes accepted for purchase on the Early Settlement Date will be prorated (using a proration rate of approximately 58.9% and subject to adjustment to maintain the authorized denomination of the Notes). Allied Universal expects such Early Settlement Date to be February 16, 2024 (the second business day after the Early Tender Date), but that may change without notice. In addition to the Total Consideration, Holders whose Notes are accepted for purchase on the Early Settlement Date will also receive Accrued Interest from the last interest payment date up to, but not including, the Early Settlement Date.

The following table sets forth the Tender Offer Consideration, the Early Tender Payment and the Total Consideration for the Tender Offer:

(1) No representation is made as to the correctness or accuracy of such CUSIP or ISIN numbers; such numbers are provided solely for the convenience of the Holders.

(2) Excludes Accrued Interest.

(3) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.

(4) Excludes Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(5) For each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date.

(6) For each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date. Total Consideration includes the Early Tender Payment.

Due to the Tender Offer being fully subscribed as of the Early Tender Date, Notes tendered after the Early Tender Date will not be accepted for purchase pursuant to the Tender Offer.

The Withdrawal Deadline for the Tender Offer was 5:00 p.m., New York City time, on February 14, 2024. As a result, Notes tendered pursuant to the Tender Offer may no longer be withdrawn, unless the Withdrawal Deadline is extended by Allied Universal or as required by law.

The Tender Offer is being made in connection with a concurrent offering of notes by Allied Universal to be sold in an offering exempt from the registration requirements of the Securities Act of 1933, as amended, which offering is expected to close on February 16, 2024, subject to customary conditions (the "New Offering"). The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), together with cash on hand.

The obligation of Allied Universal to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of Allied Universal, including Allied Universal's completion of the New Offering, on terms satisfactory to Allied Universal. For avoidance of doubt, references in the Offer to Purchase to "completion" of the New Offering mean completion of the closing under such New Offering at which closing Allied Universal receives the anticipated proceeds from the New Offering. No assurance can be given that the New Offering will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by Allied Universal), no payments will be made to tendering Holders on the Early Settlement Date. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered. The Tender Offer and its provisions may be amended, extended, terminated, waived or withdrawn by Allied Universal in its sole and absolute discretion.

None of Allied Universal, the trustee for the Notes, any paying agent, transfer agent or listing agent under the Notes, Morgan Stanley & Co. LLC, as the dealer manager, the information and tender agent, any of their respective subsidiaries or affiliates or any of their respective directors, officers, employees or representatives has made or makes any recommendation to Holders as to whether or not to tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation.

Allied Universal has retained Morgan Stanley & Co. LLC to serve as the sole dealer manager for the Tender Offer. Allied Universal has retained GBSC to act as the information and tender agent in respect of the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact Morgan Stanley & Co. LLC at its telephone number set forth on the back cover page of the Offer to Purchase. Copies of the Offer to Purchase may be obtained at https://www.gbsc-usa.com/allieduniversal or by contacting GBSC at (855) 654-2014 or by email at contact@gbsc-usa.com.

This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.

This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About Allied Universal

The world's leading security and facility services provider and trusted partner to more than 400 of the FORTUNE 500, Allied Universal® delivers unparalleled customer relationships, innovative solutions, cutting-edge smart technologies and tailored services that enable clients to focus on their core businesses. With operations in over 100 countries, Allied Universal is the third-largest private employer in North America and seventh in the world. Annual revenue is more than $20 billion. There is no greater purpose and responsibility than serving and safeguarding customers, communities and people. For more information, visit www.aus.com.

Forward-Looking Statements:

Certain statements in this press release are forward-looking statements based on current expectations. The words "anticipates," "believes," "estimates," "expects," "appears," "intends," "may," "plans," "projects," "would," "could," "should," "targets" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements require Allied Universal to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause Allied Universal's actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase. The forward-looking statements set forth herein reflect management's expectations as at the date the statements are made and are subject to change after such date. Unless otherwise required by applicable securities laws, Allied Universal expressly disclaims any intention, and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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Media Contact:
Kari Garcia
Director of Public Relations
Allied Universal
Phone: 949-826-3560
Email: investors@aus.com

SOURCE: Allied Universal