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Allied Universal Announces Increase to Previously Announced Cash Tender Offer for its 6.625% Senior Secured Notes due 2026

IRVINE, Calif. – May 8, 2024 – Allied Universal Holdco LLC and Allied Universal Finance Corporation (collectively, “Allied Universal”) previously announced the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to $500,000,000 in aggregate principal amount of its outstanding 6.625% Senior Secured Notes due 2026 (the “Notes”). Allied Universal hereby amends the Tender Offer to purchase for cash up to $739,000,000 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 Notes.

The Tender Offer is being made in connection with a concurrent offering by Allied Universal of $500.0 million in aggregate principal amount of 7.875% Senior Secured Notes due 2031 (the “Additional Notes”) to be issued as additional notes under the Indenture, dated as of February 16, 2024, among Allied Universal, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, to be sold in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. On May 8, 2024, Allied Universal priced such offering for $500.0 million of Additional Notes, which offering is expected to close on May 22, 2024, subject to customary conditions (the “New Offering”). In addition, on May 8, 2024, Allied Universal priced $1,100 million aggregate principal amount of incremental term loans, which it intends to incur under an amendment (the “Bank Amendment”) to its existing US dollar-denominated term loan facility. The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), and a portion of the incremental term loans raised pursuant to the Bank Amendment, together with cash on hand. The Tender Offer is being made pursuant to an Offer to Purchase, dated May 7, 2024, as amended by the terms set forth herein (the “Offer to Purchase”). The Tender Offer is also hereby amended to be conditioned on the closing of Bank Amendment, in addition to the other conditions to the Tender Offer, including the closing of the New Offering. Capitalized terms used but not defined herein have the meaning given to them in the Offer to Purchase.

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

Title of Note

CUSIP /ISIN
(144A)(1)

CUSIP /ISIN
(Reg S)(1)

Principal Amount
Outstanding

Maximum Tender Amount (2)

Tender Offer Consideration
(3)(4)

Early Tender Payment
(4)(5)

Total Consideration
(4)(6)

6.625% Senior Secured Notes due 2026

019576 AA5 / US019576AA51

U0201T AA8 / USU0201TAA89

$944,976,000

$739,000,000

$971.25

$30.00

$1,001.25

(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 (as defined below).

(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.

The Tender Offer will expire at one minute after 11:59 p.m. New York City time, on June 4, 2024 unless extended or earlier terminated (such date and time, as it may be extended or earlier terminated, the “Expiration Date”). Registered holders (each, a “Holder” and collectively, the “Holders”) of the Notes must validly tender their Notes at or before 5:00 p.m., New York City time, on May 20, 2024 (such date and time, as it may be extended or earlier terminated, the “Early Tender Date”) in order to be eligible to receive the Early Tender Payment in addition to the Tender Offer Consideration.

Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 20, 2024, unless extended or earlier terminated by Allied Universal, and not thereafter, except in certain limited circumstances where withdrawal rights are required by applicable law. 

Subject to the Maximum Tender Amount and the other terms and conditions of the Tender Offer, possible proration of the Notes on the Early Settlement Date or the Final Settlement Date will be determined in accordance with the terms of the Tender Offer.

If the aggregate total purchase price payable (including the Early Tender Payment, but excluding Accrued Interest) for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase by Allied Universal equals or exceeds the Maximum Tender Amount, then Holders who validly tender their Notes after the Early Tender Date will not have any such Notes accepted for payment (unless the terms of the Tender Offer are amended by Allied Universal in its sole and absolute discretion).

If on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of the tendered Notes may be accepted for purchase, due to the consideration for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date or the Expiration Date, as applicable, exceeding the Maximum Tender Amount (excluding Accrued Interest), then the aggregate principal amount of Notes accepted for purchase will be prorated (subject to adjustment to maintain the authorized denomination of the Notes) based upon the aggregate principal amount of Notes that have been validly tendered and not validly withdrawn and not yet accepted for purchase in the Tender Offer, such that the Maximum Tender Amount will not be exceeded. If the Tender Offer is not fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date may be subject to proration, whereas Holders who validly tender Notes at or prior to the Early Tender Date will not be subject to proration.

The Total Consideration includes the Early Tender Payment of $30.00 for each $1,000 principal amount of the Notes, which Early Tender Payment is in addition to the Tender Offer Consideration.

Subject to purchase in accordance with the Maximum Tender Amount and possible proration, Holders validly tendering Notes that have not been validly withdrawn at or prior to the Early Tender Date will be eligible to receive the applicable Total Consideration listed in the table above, which includes the Early Tender Payment, on the “Early Settlement Date,” which is expected to be May 22, 2024 (the second business day after the Early Tender Date), but that may change without notice. Holders validly tendering Notes after the Early Tender Date but at or prior to the Expiration Date will only be eligible to receive the “Tender Offer Consideration” listed in the table on the “Final Settlement Date.”   The Final Settlement Date is expected to be June 6, 2024 (the second business day after the Expiration Date), but that may change without notice. In addition to the Total Consideration or Tender Offer Consideration, Holders whose Notes are accepted for purchase will also receive Accrued Interest from the last interest payment date up to, but not including, the applicable settlement date.

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 and Bank Amendment, on terms satisfactory to Allied Universal, the proceeds of which New Offering (net of transaction fees and expenses), together with a portion of the incremental loans raised pursuant to Bank Amendment and cash on hand, will be used to finance its purchase of Notes pursuant to the Tender Offer. For avoidance of doubt, references in the Offer to Purchase to “completion” of the New Offering and Bank Amendment shall mean completion of the closing of the New Offering and Bank Amendment, as applicable, at which closing Allied Universal receives the anticipated proceeds from such financing. No assurance can be given that the New Offering and Bank Amendment 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 or Final Settlement Date, as applicable. 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 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. Holders must decide whether to tender Notes, and if tendering, the amount of Notes to tender. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment, legal and tax advisors and make their own decisions whether to tender Notes and, if so, the principal amount of Notes to tender.

All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.

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

This press release amends the terms of the Offer to Purchase. To the extent that any terms in the Offer to Purchase are inconsistent with terms in this press release, the terms of this press release shall control. Other than as set forth herein, no other terms of the Tender Offer are being amended and there are no other changes to the terms of the Tender Offer set forth in the Offer to Purchase. 

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 Global Bondholder Services Corporation at (855) 654-2014 or by email at contact@gbsc-usa.com.

This press release 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 press release 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 press release 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.

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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