U.S. manned security services provider Allied Universal Topco LLC (AU) plans to refinance its capital structure in conjunction with an equity investment by its new private-equity partner and single largest shareholder, Caisse de dépôt et placement du Québec (CDPQ). AU is issuing a $2.72 billion first-lien term loan (including a $200 million delayed draw), $500 million of secured notes, and $1.05 billion of unsecured notes to refinance over $4 billion of its existing debt, repay existing shareholders, and fund future tuck-in acquisitions. In addition, AU plans to issue a new $300 million revolving credit facility and $750 million asset-based credit facility (unrated). CDPQ will also provide new equity for recently closed and near-term tuck-in acquisitions. We are affirming our 'B-'