Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 9, 2017, The GEO Group,
Inc. (GEO or the Company) entered into separate Equity Distribution Agreements (the Equity Distribution Agreements) with each of SunTrust Robinson Humphrey, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Fifth Third Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC (the Sales Agents), pursuant to which the Company may sell from time to time, in a
continuous equity offering program under its Registration Statement on Form
S-3ASR
(File
No. 333-221055)
shares of the Companys common stock, par value $0.01
per share, having an aggregate offering price of up to $150,000,000 (the Shares) through the Sales Agents, acting as the Companys agent and/or principal. Sales of the Shares made pursuant to the Equity Distribution Agreements, if
any, may be made in negotiated transactions that are deemed to be at the market offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Each Sales
Agent will receive from the Company a commission of up to 2.0% of the gross sales price of all Shares sold through it under the applicable Equity Distribution Agreement.
This equity offering program replaces the equity offering program that was filed on November 10, 2014 under the Companys prior shelf
registration statement on Form S-3ASR that expired on September 12, 2017.
The Company is not obligated to sell and the Sales Agents are
not obligated to buy or sell any Shares under the Equity Distribution Agreements. No assurance can be given that the Company will sell any Shares under the Equity Distribution Agreements, or, if it does, as to the price or amount of Shares that it
will sell, or the dates when such sales will take place.
The Company made certain customary representations, warranties and covenants in
each of the Equity Distribution Agreements and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Each Sales Agent has provided, and may in the future provide, various investment banking, commercial banking, fiduciary and advisory services
for us from time to time for which they have received, and may in the future receive, customary fees and expenses. Certain of the Sales Agents or their respective affiliates are lenders under our senior credit facility. Each Sales Agent and their
respective affiliates may, from time to time, engage in other transactions with and perform services for us in the ordinary course of their business.
In addition, in the ordinary course of their business activities, the Sales Agents and their respective affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities
activities may involve securities and/or instruments of the Company or the Companys affiliates. The Sales Agents and their respective affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
This Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there by any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A form of the Equity Distribution
Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and the description of the material terms of the Equity Distribution Agreements in this Item 1.01 is qualified in its entirety by reference
to Exhibit 1.1, which is incorporated herein by reference.
Certain legal opinions related to the Registration Statement are also filed as
Exhibits 5.1 and 8.1 to this Current Report on
Form 8-K.