Exhibit
99.12
Press Release
| |
Argyle Security, Inc. Secures $10.45 Million in New Financing and Amends Senior
and Subordinated Credit Facilities |
SAN ANTONIO, December 14, 2009 /PRNewswire-FirstCall / —
Argyle Security, Inc., (OTC Bulletin Board: ARGL) (“Argyle” and,
together with its subsidiaries, the “Company”), a service and
solutions provider in the physical electronic security industry,
announced today a recapitalization unanimously approved by the
Board. The Company received a $10.45 million investment from funds
managed by MML Capital Partners (“MML”). MML is the Company’s
largest stockholder, and certain of its employees constitute a
majority of the Company’s Board of Directors.
The investment is in the form of $8 million of convertible
subordinated bridge notes (the “Bridge Notes”) and $2.45 million of
convertible subordinated promissory notes (the “Convertible
Notes”). The proceeds from the Bridge Notes will be used to repay
$3.0 million of the Company’s senior debt facility and $5.0 million
of the Company’s subordinated debt. The proceeds from the
Convertible Notes will be used to fund transaction expenses,
working capital and general corporate expenses. As part of the
refinancing, the Company’s senior and subordinated debt facilities’
financial covenants have been amended, certain amortization
payments have been deferred and total interest costs have
decreased.
It is anticipated that the Bridge Notes will be refinanced by a
rights offering to the Company’s shareholders to purchase shares of
common stock. Any portion of the Bridge Notes that are not
refinanced will automatically be converted into the Company’s
common stock. The rights offering is expected to be completed in
the first half of 2010.
Bob Marbut, Chief Executive Officer of Argyle, commented, “As a
result of this investment, our balance sheet has been strengthened
because of the repayment of a significant portion of our
indebtedness, including the portion of our subordinated debt with
the highest interest rate. In addition, our on-going financial
covenant requirements have been improved through amendments to our
loan agreements.”
Sam Youngblood, President and Chief Operating Officer of Argyle,
added, “This investment by MML sends a clear message, especially to
our customers, that we intend to maintain our position as an
industry leader. While recognizing the challenging environment, we
are determined to provide the exceptional service and project
management expected by our customers.”
About Argyle Security, Inc.
Based in San Antonio, TX, Argyle is a provider of services and
solutions in the physical electronic security industry. Argyle’s
Corrections division 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. Argyle’s Commercial division, consisting of
MCS-Commercial Fire & Security and MCS Federal Systems focuses on
the commercial security sector and provides turnkey, electronic
security systems to the commercial and government markets. Please
visit www.argylesecurity.com for additional information on Argyle.
About MML Capital Partners
MML is a leading pan-European and transatlantic independent
investment firm with over $1.7 billion invested in over 80
companies across 11 countries. MML has offices in London, Paris, Frankfurt and Stamford, CT.
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. The forward-looking statements
are subject to risks and uncertainties, including the possibility that legal
proceedings that may be instituted against the Company and/or others relating
to the changes in the board composition, the effect of the announcement of
these board changes on the Company’s customer relationships, operating results
and business generally, the risk that these board changes disrupt current plans
and operations and the potential difficulties in employee relations resulting
therefrom, and downturns in economic conditions generally, the Company’s
business or the state of the corporate credit markets. Consider these factors
carefully in evaluating the forward-looking statements. The risk factors listed
in the Company’s Form 10-K for the year ended December 31, 2008 and
subsequently filed Forms 10-Q and 8-K also provide examples of risks,
uncertainties and events that could cause actual results to differ materially
from those contained in forward-looking statements. The forward-looking
statements made herein are only made as of the date of this press release and
the Company undertakes no obligation to publicly update such forward-looking
statements and is not responsible for changes made to this press release for
Internet or wire services.
This press release is not an offer to purchase nor is it a solicitation of an
offer to sell securities of Argyle Security, Inc., and it is not a substitute
for any other filings that may be made with the U.S. Securities and Exchange
Commission should the Company proceed with a rights offering or any other
future equity offering.
CONTACT:
Argyle Security, Inc.
Bob Marbut, CEO, Roni Chaimovski, Executive Chairman, or Don Neville,
EVP and CFO, all of Argyle Security, Inc., (212) 245-2700 NY,
(210) 495-5245 TX, (001) 972-545-212-911 Tel Aviv
SOURCE:
Argyle Security, Inc.
http://www.argylesecurity.com