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Company
Contacts:
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Investor
Relations:
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Bob
Marbut, Chairman & Co-CEO
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Kevin
McGrath
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Roni
Chaimovski, Vice-Chairman & Co-CEO
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Cameron
Associates
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Don
Neville, EVP and CFO
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Phone: (212)
245-8800
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Argyle
Security, Inc.
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kevin@cameronassoc.com
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Phone:
(212) 245-2700 (NY)
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Phone:
(210) 828-1700 (TX)
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Phone:
001-972-545-212-911 (Tel Aviv)
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Media
Relations:
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Deanne
Eagle
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Cameron
Associates
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Phone:
(212) 554-5463
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deanne@cameronassoc.com
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Argyle
Security, Inc. Issues Preferred Stock and Amends
Senior
and Subordinated Credit Facilities
SAN
ANTONIO, JAN 9, 2009 (PR NEWSWIRE - FirstCall) -- Argyle Security, Inc., (OTC
Bulletin Board:ARGL), ("Argyle") a service and solutions provider in the
physical electronic security industry, announced today that it has received a
$3-million preferred stock investment from funds managed by MML Capital Partners
(the "Purchasers"). Under the terms of the transaction, Argyle has issued a new
series of voting Preferred Stock, which can be converted into 2.7 million shares
of Argyle's common stock at $1.10 per share.
ISI
Security Group, Inc. (“Argyle Security USA”), Argyle’s wholly-owned subsidiary
amended its senior credit facility with The PrivateBank and Trust Company
(“PrivateBank”) by using the proceeds to reduce a portion of the outstanding
balance of the senior credit facility and its mezzanine debt with William Blair
Mezzanine Capital Fund III, L.P. (“Blair”), a fund managed by Merit Capital
Partners. Each lender has agreed to amend its financial covenants,
and Blair has agreed to extend the maturity date of its debt by one year to
January 2011.
Bob
Marbut, Chairman and Co-CEO of Argyle Security, commented “We are pleased to
announce this refinancing. Management believes that the financial
flexibility gained from the amendments of our primary credit facilities will
enable us to better serve our customers in the year ahead.”
Sam
Youngblood, President of Argyle Security USA, commented, "Despite the
significant slowdowns in many sectors of the economy, the corrections and
commercial security markets remain particularly strong. We believe that this
refinancing will enable us to execute our 2009 business plan, continue to meet
our customer expectations for quality service, and continue to strengthen our
position as a leader in the corrections market and the fast growing critical
infrastructure sector in the commercial security market."
Terms
and Conditions of Financing
In
connection with the investment of $3 million, the Purchasers received 27,273
shares of Series B Convertible Preferred Stock. At the option of the holder,
each preferred share is convertible into 100 shares of Argyle's Common Stock at
a price of $1.10 per share, subject to weighted average anti-dilution rights.
Each holder of Preferred Stock has the right to one vote for each share of
Common Stock into which such share could then be converted and, with respect to
such votes, such holder has full voting rights and powers equal to the voting
rights and powers of the holders of Common Stock. The Preferred pays a dividend
of 4% per annum. Such dividends will be paid by Argyle at any time it deems
appropriate, but no later than the liquidation or conversion of the Preferred,
at which time they would be paid in cash. In addition, the holders of the
Preferred have the right to appoint one individual to serve on Argyle’s Board of
Directors. At this time, the holders have not made such election.
About
Argyle Security, Inc.
Formed in
2005 and headquartered in San Antonio, TX, Argyle is a provider of services and
solutions in the physical electronic security industry. In July 2007, Argyle
acquired ISI Security Group, Inc. In February 2008, Argyle created Argyle
Security USA, which encompasses ISI Security Group's operations in both the
corrections and commercial sectors, also including the assets and operations
acquired as a result of the PDI, Com-Tec and Fire Quest acquisitions during
2008. Argyle's channel focus is Video Surveillance, Access Control, Perimeter
Protection, Intrusion Protection, Fire Detection and Threat Analysis, serving
selected commercial, governmental and residential markets. Argyle currently has
two reporting segments: "Argyle Corrections" and "Argyle Commercial
Security".
Argyle
Corrections is the controlling entity for business units consisting of ISI, PDI,
Com-Tec and MCS and is one of the nation's largest providers of detention
equipment products and service solutions, as well as turnkey, electronic
security systems. These systems include unique engineering competencies and
proprietary software products. Currently, MCS-Commercial Fire & Security is
the only business unit comprising Argyle Commercial Security. Argyle Commercial
Security focuses on the commercial security sector and provides turnkey,
electronic security systems to the commercial market.
Please
visit http://www.argylesecurity.com or http://www.argylesecurityusa.com for
additional information on Argyle and Argyle Security USA.
Safe
Harbor
Certain
statements in this press release constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, as amended.
When used in this press release, words such as "will," "believe," "expect,"
"anticipate," "encouraged," "foresees," "forecasts," "estimates" and similar
expressions, as they relate to the company or its management, as well as
assumptions made by and information currently available to the company's
management identify forward-looking statements. Actual results could differ
materially from those contained in the forward-looking statements and are based
on current expectations that involve a number of risks and uncertainties,
including, but not limited to, the timing of closing our books and issuing final
financial results. These forward-looking statements are based on current
expectations or beliefs, including, but not limited to, statements concerning
the company's operations and financial performance and condition, including,
without limitation, statements regarding Argyle's expected revenues, profit and
income results. Similarly, statements herein that describe the Argyle's business
strategy, outlook, objectives, plans, intentions or goals also are
forward-looking statements. All such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those in forward-looking statements. Additional information
concerning forward-looking statements is contained under the heading of risk
factors listed from time to time in the company's filings with the U.S.
Securities and Exchange Commission. The forward-looking statements included in
this press release are made only as of the date of this press release and Argyle
undertakes no obligation to update the forward-looking statements to reflect
subsequent events or circumstances.