UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): October 5, 2009
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 1-14260 | 65-0043078 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 621 NW 53rd Street, Suite 700, Boca Raton, Florida | 33487 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(561) 893-0101
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01
— Other Events.
On
October 5, 2009, The GEO Group, Inc. (“GEO”) disclosed that it intends to offer $250,000,000
aggregate principal amount of senior notes due 2017 in a private offering, subject to
market and other customary conditions. GEO intends to use the net proceeds from the offering to,
among other things, fund the repurchase, redemption or other discharge of its 81/4% senior notes due
2013, for which it is conducting a tender offer, pay down indebtedness outstanding under its
revolving credit facility and for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1
|
Press Release of GEO dated October 5, 2009 | |
99.2
|
Press Release of GEO dated October 5, 2009 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| THE GEO GROUP, INC. |
||||
| October 5, 2009 | By: | /s/ Brian R. Evans | ||
| Date | Brian R. Evans | |||
| Senior Vice President and Chief Financial Officer
(Principal Financial Officer and duly authorized signatory) |
||||
3
Exhibit 99.1
CR-09-24
THE GEO GROUP, INC. ANNOUNCES OFFERING
OF SENIOR UNSECURED NOTES DUE 2017
OF SENIOR UNSECURED NOTES DUE 2017
Boca Raton, Fla. — October 5, 2009 — The GEO Group (NYSE: GEO) (“GEO”) announced today that it
intends to offer $250,000,000 aggregate principal amount of senior unsecured notes due 2017 (the
“notes”) in a private offering, subject to market and other customary conditions.
GEO intends to use the net proceeds from this offering to, among other things, fund the repurchase,
redemption or other discharge of its 81/4% senior notes due 2013, for which it is conducting a tender
offer, pay down indebtedness outstanding under its revolving credit facility and for general
corporate purposes.
The notes will be guaranteed by all of GEO’s restricted subsidiaries that guarantee its obligations
under its senior credit facility.
The notes will be offered in the United States to only qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be
offered outside the Untied States to non-U.S. persons pursuant to Regulation S under the Securities
Act. The notes will not be registered under the Securities Act and will not be offered or sold in
the United States without an applicable exemption from the registration requirements of the
Securities Act.
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.
This news release contains forward-looking statements regarding future events and future
performance of GEO that involve risks and uncertainties that could materially affect actual
results, including statements regarding estimated earnings, revenues and costs and its ability to
maintain growth and strengthen contract relationships. Factors that could cause actual results to
vary from current expectations and forward-looking statements contained in this news release
include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and
continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the
future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control
operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEO’s
operations without substantial costs; (5) GEO’s ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain
future financing on acceptable terms; (7) GEO’s ability to sustain company-wide occupancy rates at
its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
-End-
Exhibit 99.2
CR-09-25
THE GEO GROUP, INC. COMMENCES TENDER
OFFER FOR 8.25% SENIOR NOTES DUE 2013
OFFER FOR 8.25% SENIOR NOTES DUE 2013
Boca Raton, Fla. — October 5, 2009 — The GEO Group, Inc. (NYSE:GEO) (“GEO”) announced today that
it has commenced a cash tender offer for any and all of its $150,000,000 aggregate principal amount
of 8.25% Senior Notes due 2013, CUSIP No. 36159RAA1 (the “Notes”). The tender offer will expire at
11:59 midnight, New York City time, on November 2, 2009, unless extended or earlier terminated (the
“Expiration Date”).
Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on October 19, 2009,
unless extended or earlier terminated (the “Early Tender Date”), will be entitled to receive
$1,030.00, payable in cash, for each $1,000 principal amount of Notes accepted for payment, which
amount includes an early tender payment of $30.00 per $1,000 principal amount. Notes tendered on or
prior to the Early Tender Date are expected to receive payment upon satisfaction or waiver of the
conditions to the offer, which is expected to be on or about October 20, 2009.
Holders who validly tender their Notes after the Early Tender Date but on or prior to the
Expiration Date will receive $1,000, payable in cash, for each $1,000 principal amount of Notes
accepted for purchase. Notes tendered after the Early Tender Date but before the Expiration Date
are expected to receive payment promptly following the expiration of the offer. The early
acceptance and payment feature is at the option of GEO and the early acceptance date and final
acceptance date could be the same date. Holders of Notes accepted for purchase will receive accrued
and unpaid interest up to, but not including, the applicable payment date.
GEO intends to finance the tender offer with the net cash proceeds of a new notes offering. The
closing of the tender offer will be conditioned, among other things, on GEO’s successful completion
of a new notes offering. There is no minimum condition to the offer.
The terms and conditions of the tender offer are set forth in the Offer to Purchase dated October
5, 2009 (the “Offer to Purchase”). GEO may amend, extend or, subject to certain conditions,
terminate the tender offer.
GEO has retained BofA Merrill Lynch, SunTrust Robinson Humphrey, Wells Fargo Securities, BNP
Paribas and Barclays Capital as dealer managers in connection with the tender offer. Questions
regarding the tender offer and requests for documents may be directed to BofA Merrill Lynch, Global
Debt Advisory Services, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217 (collect). Copies of
the Offer to Purchase can also be obtained from the information agent, Global Bondholder Services
Corporation at (866) 795-2200 (U.S. toll-free) and (212) 430-3774 (collect).
—More—
This news release shall not constitute an offer to purchase or a solicitation of an offer to
purchase with respect to any securities. Any such offer or solicitation will be made only by means
of the Offer to Purchase.
The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and
residential treatment services to federal, state, and local government agencies around the globe.
GEO offers a turnkey approach that includes design, construction, financing, and operations. GEO
represents government clients in the United States, Australia, South Africa, and the United
Kingdom. GEO’s worldwide operations include the management and/or ownership of 64 correctional and
residential treatment facilities with a total design capacity of approximately 61,000 beds,
including projects under development.
This news release contains forward-looking statements regarding future events and future
performance of GEO that involve risks and uncertainties that could materially affect actual
results, including statements regarding estimated earnings, revenues and costs and our ability to
maintain growth and strengthen contract relationships. Factors that could cause actual results to
vary from current expectations and forward-looking statements contained in this news release
include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and
continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the
future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control
operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEO’s
operations without substantial costs; (5) GEO’s ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain
future financing on acceptable terms; (7) GEO’s ability to sustain company- wide occupancy rates at
its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
-End-