CHICAGO, May 12 /PRNewswire/ -- Borg-Warner Security Corporation
(NYSE: BOR) today announced that it has commenced a cash tender offer for all
of its outstanding $125 million principal amount 9-5/8% senior subordinated
notes due 2007. The tender offer is made upon the terms and conditions set
forth in the company's Offer to Purchase and Consent Solicitation dated May
12, 1999. Under the terms of the offer, the company will purchase its
outstanding notes at a price to be determined two business days prior to the
expiration date of the tender offer (currently anticipated to be June 7, 1999)
at 12:00 noon, New York City time, by reference to a fixed spread of 62.5
basis points over the yield to maturity of U.S. Treasury 6-1/4% Notes due
February 28, 2002, plus accrued and unpaid interest. Included in this
purchase price is a consent payment equal to $25 per $1,000 principal amount
of the notes.
In connection with the tender offer, the company is seeking consents from
the holders of the notes to certain proposed amendments to the indenture
governing the notes. The purpose of the proposed amendments is to eliminate
certain restrictive provisions of the indenture, thereby affording the company
additional financial and operating flexibility.
Subject to certain conditions, each holder of the notes who consents to
the proposed amendments by validly tendering its notes prior to the end of the
consent period (5:00 p.m. New York City time on May 25, 1999, unless extended)
will receive the consent payment. Tendered notes may not be withdrawn and
consents may not be revoked after the end of the consent period.
The tender offer will expire at 11:59 p.m., New York City time on June 9,
1999, unless extended or terminated by the company. Payment for validly
tendered notes is expected to be made on the first business day following the
expiration of the tender offer. The company will finance the purchase of the
notes and payment of the consent fee from existing financing facilities and
cash reserves.
Merrill Lynch & Co. and NationsBanc Montgomery Securities LLC will act as
Dealer Managers for the tender offer and consent solicitation. The
Information Agent is Beacon Hill Partners, Inc. and the Depositary is the Bank
of New York. Persons with questions regarding the tender offer and consent
solicitation should contact either Merrill Lynch & Co. at 800-ML4-TNDR or
NationsBanc Montgomery Securities LLC at 888-292-0070.
Borg-Warner Security Corporation is North America's largest provider of
physical security and related services with 73,000 employees and more than 300
officers throughout the United States, Canada, the United Kingdom and
Colombia. The company offers a complete range of security solutions including
armed and unarmed physical security, foot and vehicle patrol, access control
and monitoring, background and drug screening, investigative services,
contract staffing and other specialized security services.
For a copy of this press release or for additional information on the
company, contact the company's web site at http://www.Borg-WarnerSecurity.com or
http://www.prnewswire.com.
SOURCE Borg-Warner Security Corporation
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Related links:
http://www.Borg-WarnerSecurity.com
Company News On-Call:
http://www.prnewswire.com/comp/120940.html or fax,
800-758-5804, ext. 120940
CONTACT:
Jeff Cartwright of Borg-Warner Security
Corporation, 312-322-8836
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