Press Releases

Tri-S Security Corporation Announces Sale Of Paragon Systems, Inc.

 

Tri-S Security Corp. (OTCBB: TRIS), formerly a provider of security services for government entities, today announced that it has sold its sole operating subsidiary, Paragon Systems, Inc., to Pinkerton Government Services, Inc., a wholly owned subsidiary of Securitas AB. Paragon provides contract guard services to various Federal government agencies throughout the United States and maintains its principal office in Washington, D.C.

Pinkerton purchased all of the outstanding shares of Paragon capital stock for a purchase price of approximately $34.5 million, subject to post-closing adjustments based upon Paragon’s annualized revenue and net equity as of the closing date. Approximately $4.9 million of the purchase price will be held in escrow to satisfy such purchase price adjustments and otherwise to secure Tri-S’s indemnification obligations under the purchase agreement. Subject to such adjustments and the satisfaction or resolution of indemnification claims made against the escrow, escrow funds will be released beginning one year after the closing. Tri-S may receive certain additional consideration in respect of post closing events.

All of the closing proceeds from the sale of Paragon were used to repay a significant portion of Tri-S’s secured debt, pay transaction and related expenses and provide for working capital. If Tri-S receives any additional amounts from the release of escrow funds or as a result of post-closing events, such amounts will be used to repay its remaining secured and unsecured debt and other liabilities and, if amounts remain thereafter, to make a distribution to shareholders.

About Tri-S Security Corp.

Based in Atlanta, GA, Tri-S Security Corp. (TRIS.PK) was a provider of security services for government entities. Security services included uniformed guards, personnel protection, access control, crowd control and the prevention of sabotage, terrorist and criminal activities.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are commonly identified by such terms and phrases as “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects” and other terms with similar meaning indicating potential impact on our business. Although we believe that the assumptions upon which such forward looking statements are based are reasonable, we give no assurance that these assumptions will prove to be correct. All forward-looking statements in this press release are expressly qualified by such cautionary terms and phrases and by reference to their underlying assumptions. We do not undertake to publicly update the forward-looking statements contained herein to conform to actual results or changes in our expectations, whether as a result of new information, future events or otherwise.

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