RESEARCH

Guardian Alarm Continuation Vehicle SEC Form D Review 2026: $307.3M Across Two Certares Vehicles After a Nine-Year Hold

Guardian Alarm Continuation Vehicle SEC Form D Review 2026: $307.3M Across Two Certares Vehicles After a Nine-Year Hold

INDEPENDENT VERDICT

Guardian Alarm CV LP and Guardian Alarm CV 2 LP are two newly formed 2026 Delaware pooled investment vehicles managed through the Certares organization and filed with the SEC on the same day, September 18. Guardian Alarm CV LP reports an indefinite offering with $187,376,908 sold to 10 investors, while Guardian Alarm CV 2 LP reports $119,910,424 sold to 7 investors; both show a September 4 first sale, $50,000 minimum investment, Rule 506(b), Section 3(c)(7), and pooled investment fund interests rather than operating-company equity. The two reported amounts total $307,287,332. That arithmetic is useful, but the filings must be read as a coordinated structure rather than two unrelated funds: each names Certares Guardian GP LLC as general partner and Certares Management LLC as investment manager, both use the same address and related persons, and both report the same estimated $3.1 million sales-commission figure with an explicit statement that the number includes commissions for "the fund and an affiliated fund." The correct interpretation is therefore approximately $307.3 million sold across two affiliated Guardian Alarm vehicles, not two independent $3.1 million commission pools or necessarily 17 unique investors.

THE STRUCTURE POINTS TO AN EXTENSION OF A 2017 BUYOUT, NOT A NEW OPERATING-COMPANY FUNDRAISE

Guardian Alarm provides an unusually long underlying ownership history for a continuation-style transaction. The operating company traces its roots to 1930 and remained under Pierce family ownership for 87 years before the family sold Guardian Alarm in 2017 to an investor group led by Certares and co-investors. Guardian's own corporate history records that ownership transition, while Certares currently lists Guardian Alarm as a "Partially Realized Investment" rather than a fully realized exit. Against that backdrop, the appearance of two new 2026 vehicles carrying the exact Guardian Alarm name is much more consistent with a sponsor-led continuation or secondary structure around an existing portfolio company than with a new blind-pool investment strategy. External secondary-market reporting has likewise characterized the two filings as Guardian Alarm continuation vehicles. The SEC notices themselves, however, do not disclose the purchase price, NAV, rollover percentage, selling fund, valuation methodology or whether all existing Certares investors were given sell/roll options, so those transaction mechanics should not be invented.

THE TWO-VEHICLE DESIGN MAKES THE DATA EASY TO MISREAD

The filing pair contains several details that should remain separated. Guardian Alarm CV LP has 10 investors and $187.38 million sold; Guardian Alarm CV 2 LP has 7 investors and $119.91 million sold. Adding the dollar amounts is reasonable because they are distinct securities sold by two affiliated vehicles, but adding the investor counts and calling the result "17 investors" would imply that no LP invested in both vehicles, something Form D does not establish. The placement-cost disclosure creates an even clearer trap: each filing shows an estimated $3.1 million sales commission paid through William Blair & Company, yet each filing also says the amount includes the sales commissions of "the fund and an affiliated fund." The best reading is that $3.1 million is a combined placement-cost estimate covering the paired structure, not $3.1 million per vehicle. Relative to the combined $307.29 million sold, that is roughly 1.0%, although final transaction expenses, legal fees and other costs are not disclosed.

GUARDIAN ALARM HAS CHANGED MATERIALly SINCE CERTARES BOUGHT IT

The underlying business has not simply been held static since 2017. Guardian historically focused on Michigan and Ohio, but under its current ownership it has repeatedly expanded through acquisitions. The company acquired Sievers Security and Executive Security Consultants in Ohio in 2022, later added SDG Security, expanded into Tennessee and Mississippi through Frase Protection, bought S&S Security Alarms to enter Arkansas, acquired Security Central Protection in metro Detroit, added Electronic Security Specialists in Memphis and entered West Virginia through National Central Alarm Systems. Guardian now describes itself as one of the largest independently owned full-service security companies in the United States and serves a much broader regional footprint than the business Certares originally acquired. That matters to a continuation transaction because the asset being rolled forward in 2026 is economically different from the 2017 company: it has had almost a decade to expand geography, consolidate smaller operators and increase the density of recurring alarm-monitoring relationships.

WHY A CONTINUATION VEHICLE CAN MAKE SENSE FOR AN ALARM-MONITORING BUSINESS

Alarm monitoring is structurally well suited to long-duration private-equity ownership because the business can combine recurring monthly revenue, sticky customer relationships, local branch density and acquisition-driven consolidation. A sponsor that believes the platform still has additional acquisition and operational runway may prefer to move the asset into a continuation structure rather than sell it outright at the end of an older fund's normal life. Existing LPs may receive liquidity while new secondary investors underwrite another holding period, and the sponsor can preserve ownership of a business it already understands. But those advantages also create the central conflicts in GP-led secondaries: the same sponsor can influence both the sale process and the future vehicle, making independent valuation, fairness procedures, rollover economics and fee resets crucial. Neither Form D discloses Guardian Alarm's transaction valuation, EBITDA, recurring monthly revenue, leverage, continuation-vehicle purchase price, carried-interest reset or the economics offered to existing investors.

Guardian's recent acquisition pace makes those missing figures especially important. Expansion into Tennessee, Mississippi, Arkansas and West Virginia potentially increases customer density, cross-selling and monitoring revenue, but each acquisition also brings purchase-price risk, integration costs, local-brand complexity and possible debt. Investors in the continuation vehicles need to know how much of Guardian's growth has been organic versus acquired, whether customer attrition has remained stable after integrations, how recurring monthly revenue and EBITDA have changed since 2017, what leverage sits at the operating company and whether the continuation capital is primarily funding secondary liquidity, balance-sheet recapitalization, new acquisitions or some combination. The Form D amounts identify securities sold by the investment vehicles; they do not establish that $307.29 million is being injected directly into Guardian Alarm as growth capital.

FINAL ASSESSMENT

Guardian Alarm CV LP and Guardian Alarm CV 2 LP are a strong example of why private-market SEC filings should be interpreted at the transaction-structure level rather than one CIK at a time. On September 18, Certares-linked entities filed two almost mirror-image Form D notices around the same long-held Guardian Alarm asset, reporting $187.38 million and $119.91 million sold. Together they represent approximately $307.29 million of continuation-vehicle capital, while Certares still publicly classifies Guardian Alarm as a partially realized investment nearly nine years after its original 2017 acquisition. The operating company has meanwhile expanded from its Midwest core into a broader multi-state platform through repeated acquisitions, giving the sponsor a plausible strategic reason to extend ownership rather than complete a clean exit.

The strongest independent finding is not simply that Certares raised another $307 million. It is that a 2017 portfolio company is being transferred into a new ownership-duration structure at the same time the sponsor still sees consolidation runway in the business. The critical diligence documents are therefore the continuation-vehicle purchase agreement, third-party valuation or fairness materials, existing-LP election process, transaction NAV, operating-company debt, Guardian's recurring monthly revenue and churn, current EBITDA, acquisition pipeline, management-fee and carry reset, and the exact relationship between CV LP and CV 2 LP. Until those documents are public, the SEC filings verify the capital formation and affiliated structure, but not the economic fairness of the secondary transaction or the valuation placed on Guardian Alarm.

Form D is an exempt-offering notice. It is not SEC approval of Guardian Alarm, Certares, either continuation vehicle, the transaction valuation or any projected investment return.

SEC SNAPSHOT

PRIMARY ISSUER: Guardian Alarm CV LP | CIK: 0002154138 | SEC FILE NO.: 021-598150 | FILED: September 18, 2026

AFFILIATED ISSUER: Guardian Alarm CV 2 LP | CIK: 0002154137 | SEC FILE NO.: 021-598145 | FILED: September 18, 2026

ENTITY TYPE: Delaware Limited Partnerships | FORMED: 2026 | ADDRESS: c/o Certares Guardian GP LLC, 350 Madison Avenue, 8th Floor, New York, NY 10017

INDUSTRY: Pooled Investment Fund - Other Investment Fund | EXEMPTION: Regulation D Rule 506(b) | INVESTMENT COMPANY ACT EXCLUSION: Section 3(c)(7)

SECURITY: Pooled Investment Fund Interests | FIRST SALE: September 4, 2026 for both vehicles | OFFERING DURATION: One year or less

GUARDIAN ALARM CV LP: Indefinite offering | $187,376,908 sold | 10 investors | $50,000 minimum investment.

GUARDIAN ALARM CV 2 LP: Indefinite offering | $119,910,424 sold | 7 investors | $50,000 minimum investment.

COMBINED REPORTED AMOUNT SOLD: $307,287,332.

IMPORTANT INVESTOR-COUNT LIMITATION: 10 + 7 should not automatically be reported as 17 unique investors because Form D does not disclose whether investor populations overlap between the affiliated vehicles.

GENERAL PARTNER: Certares Guardian GP LLC | INVESTMENT MANAGER: Certares Management LLC.

RELATED PERSONS: Michael Gregory O'Hara — Manager of Investment Manager | Colin Farmer — Manager of Investment Manager | Thomas LaMacchia — General Counsel of Investment Manager.

PLACEMENT AGENT: William Blair & Company, L.L.C. | CRD: 1252.

SALES COMMISSION DISCLOSURE: $3,100,000 estimated in each Form D, with clarification that the figure includes commissions of the fund and an affiliated fund. It should therefore not automatically be doubled to $6.2M.

FINDER FEES: $0 | ITEM 16 RELATED-PERSON PAYMENTS: $0 | NAV: Declined to disclose.

UNDERLYING BUSINESS: Guardian Alarm, a residential and commercial security, fire, monitoring and remote-video services company founded in 1930.

CERTARES OWNERSHIP HISTORY: Guardian Alarm's own history states the Pierce family sold the company in 2017 after 87 years of family ownership to Certares and co-investors.

CURRENT CERTARES PORTFOLIO STATUS: Certares publicly lists Guardian Alarm as a Partially Realized Investment.

POST-2017 EXPANSION: Guardian has continued acquisition-led growth across Ohio, Tennessee, Mississippi, Arkansas, West Virginia and Michigan through transactions including Sievers Security, Executive Security Consultants, SDG Security, Frase Protection, S&S Security Alarms, Security Central Protection, Electronic Security Specialists and National Central Alarm Systems.

IMPORTANT CAPITAL DISTINCTION: The combined $307.287M represents securities sold by the two continuation vehicles. It should not automatically be described as $307.287M injected into Guardian Alarm itself, purchase price for the company, enterprise value, NAV or new operating-company financing.

IMPORTANT TRANSACTION LIMITATION: The Form D notices do not disclose Guardian Alarm's valuation, continuation-vehicle purchase price, selling fund, existing-LP election terms, rollover percentage, leverage, management-fee reset or carried-interest structure.

CORE INDEPENDENT FINDING: Guardian Alarm appears to be entering a new ownership-duration phase after almost nine years under Certares. Two same-day affiliated continuation vehicles have reported approximately $307.29M of securities sold around an operating company that Certares still labels partially realized and that has continued expanding through acquisitions. The central diligence question is therefore not whether Guardian Alarm exists or has grown, but whether the continuation transaction fairly prices the asset and gives new investors sufficient upside after a long initial holding period and extensive consolidation.

Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.