The GEO Group Announces Senior Notes Offering
April 03 2024 - 5:55AM
Business Wire
The GEO Group (NYSE: GEO) ("GEO" or the "Company")
announced today that it is proposing, subject to market and other
customary conditions, to issue $1.2 billion aggregate principal
amount of senior notes, comprised of $700.0 million aggregate
principal amount of senior secured notes due 2029 (the "Secured
Notes") and $500.0 million aggregate principal amount of senior
unsecured notes due 2031 (the "Unsecured Notes" and together with
the Secured Notes, the "notes"), in a private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The notes will be
guaranteed by GEO's domestic subsidiaries that are guarantors under
a new senior secured credit facility and outstanding senior
notes.
The gross proceeds of the offering, borrowings under a
contemplated new $400.0 million Term Loan B under a new senior
secured credit facility, and cash on hand will be used to refinance
approximately $1.5 billion of existing indebtedness, including to
fund the repurchase, redemption or other discharge of the Company’s
existing Tranche 1 Term Loan and Tranche 2 Term Loan under its
existing senior credit facility, the 9.50% senior second lien
secured notes, the 10.50% senior second lien secured notes, and the
6.00% senior notes due 2026, to pay related transaction fees and
expenses, and for general corporate purposes of the Company.
Nothing in this press release should be construed as an offer to
purchase, notice of redemption or a solicitation of an offer to
purchase any of the existing term loans or notes, and the closing
of this offering is not conditioned on the consummation of such
repurchase, redemption or other discharge; however, the repurchase,
redemption or other discharge of the existing term loans and notes
are conditioned on the consummation of this offering and certain
other financing transactions.
The notes will be offered in the United States only to persons
reasonably believed to be “qualified institutional buyers” pursuant
to Rule 144A under the Securities Act, and outside the United
States only to non-U.S. persons pursuant to Regulation S under the
Securities Act. The notes have not been, and will not be,
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Securities Act and applicable state laws.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About The GEO Group
The GEO Group, Inc. (NYSE: GEO) is a leading diversified
government service provider, specializing in design, financing,
development, and support services for secure facilities, processing
centers, and community reentry centers in the United States,
Australia, South Africa, and the United Kingdom. GEO’s diversified
services include enhanced in-custody rehabilitation and
post-release support through the award-winning GEO Continuum of
Care®, secure transportation, electronic monitoring,
community-based programs, and correctional health and mental health
care. GEO’s worldwide operations include the ownership and/or
delivery of support services for 100 facilities totaling
approximately 81,000 beds, including idle facilities and projects
under development, with a workforce of up to approximately 18,000
employees.
Use of forward-looking statements
This press release includes forward-looking statements regarding
GEO's intention to issue the notes and its intended use of the net
proceeds. These forward-looking statements may be affected by risks
and uncertainties in GEO's business and market conditions. This
information is qualified in its entirety by cautionary statements
and risk factor disclosure contained in GEO's Securities and
Exchange Commission filings, including GEO's report on Form 10-K
for the year ended December 31, 2023, and GEO's reports on Form
10-Q and Form 8-K filed with the Commission. GEO wishes to caution
readers that certain important factors may have affected and could
in the future affect GEO's actual results and could cause GEO's
actual results for subsequent periods to differ materially from
those expressed in any forward-looking statement made by or on
behalf of GEO, including the risks that the offering of the notes
cannot be successfully completed, that the repurchase, redemption
or other discharge of its Tranche 1 Term Loan and Tranche 2 Term
Loan under its existing senior credit facility, the 9.50% senior
second lien secured notes, the 10.50% senior second lien secured
notes, and the 6.00% senior notes due 2026 cannot be successfully
completed. GEO undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date
hereof, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240402139060/en/
Pablo E. Paez, (866) 301 4436 Executive Vice President,
Corporate Relations
Geo (NYSE:GEO)
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