As filed with the Securities and Exchange Commission on May 31, 2024

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE GEO GROUP, INC.

*and the Subsidiary Guarantors listed on Schedule A hereto

(Exact name of registrant as specified in its charter)

4955 Technology Way

Boca Raton, Florida 33431

(561) 893-0101

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joe Negron, Esq.

Senior Vice President, General Counsel and Corporate Secretary

The GEO Group, Inc.

4955 Technology Way

Boca Raton, Florida 33431

(561) 893-0101

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Stephen K. Roddenberry, Esq.

Esther L. Moreno, Esq.

Akerman LLP

98 Southeast Seventh Street, Suite 1100

Miami, Florida 33131

Tel: (305) 374-5600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective. 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer) ☐

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

TABLE OF SUBSIDIARY GUARANTORS

The information in this prospectus is not complete and may be changed. We may not issue the Exchange Notes in the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

Subject to Completion, dated May 31, 2024

PROSPECTUS

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $650.0 million aggregate principal amount of registered 8.625% Senior Secured Notes due 2029 (the “Secured Exchange Notes”) for any and all of our $650.0 million aggregate principal amount of unregistered 8.625% Senior Secured Notes due 2029 that were issued in a private placement on April 18, 2024 (the “Secured Original Notes”). We are also offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $625.0 million aggregate principal amount of registered 10.250% Senior Notes due 2031 (the “Unsecured Exchange Notes” and, together with the Secured Exchange Notes, the “Exchange Notes”) for any and all of our $625.0 million aggregate principal amount of unregistered 10.250% Senior Notes due 2031 that were issued in a private placement on April 18, 2024 (the “Unsecured Original Notes” and, together with the Secured Original Notes, the “Original Notes”). The Exchange Notes will be substantially identical to the Original Notes of the applicable series, except the Exchange Notes will have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights, and related additional interest provisions, applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the Original Notes of the applicable series for which they are exchanged. We will issue the Secured Exchange Notes under the same indenture under which the Secured Original Notes were issued (the “Secured Notes Indenture”) and the Unsecured Exchange Notes under the same indenture under which the Unsecured Original Notes were issued (the “Unsecured Notes Indenture” and, together with the Secured Notes Indenture, the “Indentures”).

We refer to the Original Notes and the Exchange Notes collectively in this prospectus as the “notes.” We refer to the exchange offer described in the immediately preceding paragraph as the “exchange offer.”

The Secured Original Notes are, and the Secured Exchange Notes will be, fully and unconditionally guaranteed (the “Secured Note Guarantees”) on a senior secured basis by all of our restricted subsidiaries that guarantee (the “Guarantors”) any indebtedness of GEO or any Guarantor under any credit facility, including our obligations under the 2024 Credit Agreement (as defined herein), and any indebtedness of GEO or any Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount of $100.0 million or more. The Unsecured Original Notes are, and the Unsecured Exchange Notes will be, fully and unconditionally guaranteed (the “Unsecured Note Guarantees” and, together with the Secured Note Guarantees, the “Guarantees”) on a senior unsecured basis by the Guarantors. We refer to the Secured Exchange Notes and the Secured Original Notes collectively in this prospectus as the “Secured Notes.” We refer to the Unsecured Exchange Notes and the Unsecured Original Notes collectively in this prospectus as the “Unsecured Notes.”

The Secured Original Notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 36162J AE6, and the Secured Original Notes sold pursuant to Regulation S under the Securities Act bear the CUSIP

number U32352 AF0. The Unsecured Original Notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 36162J AF3, and the Unsecured Original Notes sold pursuant to Regulation S under the Securities Act bear the CUSIP number U32352 AG8.

Terms of the Exchange Offer

Participating in the exchange offer involves risks. See “Risk Factors” beginning on page 27 for a discussion of certain factors that you should consider before deciding to tender the Original Notes in the exchange offer as well as the risk factors and other information contained herein or in the documents incorporated by reference in this prospectus.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the consummation of the exchange offer, which is expected to occur promptly after the Expiration Date (as defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

There is no established trading market for the Original Notes or the Exchange Notes. We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any automated trading system and, therefore, no active public market is anticipated.

Neither The GEO Group, Inc. nor any of its affiliates makes any recommendation as to whether or not holders of Original Notes should exchange their Original Notes for Exchange Notes of the corresponding series in response to the exchange offer.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is    , 2024.

TABLE OF CONTENTS

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THIS PROSPECTUS INCORPORATES BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. WE ARE RESPONSIBLE ONLY FOR THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, WE TAKE NO RESPONSIBILITY FOR ANY SUCH INFORMATION. THIS PROSPECTUS MAY BE USED ONLY FOR THE PURPOSE FOR WHICH IT HAS BEEN PREPARED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE APPLICABLE DOCUMENT. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

WE ARE NOT MAKING THIS EXCHANGE OFFER TO, NOR WILL WE ACCEPT SURRENDERS FOR EXCHANGE FROM, HOLDERS OF ORIGINAL NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER WOULD VIOLATE SECURITIES OR BLUE SKY LAWS OR WHERE IT IS OTHERWISE UNLAWFUL.

You can obtain documents incorporated by reference in this prospectus, other than some exhibits to those documents, by requesting them in writing or by telephone from us at the following:

Attention: Investor Relations

The GEO Group, Inc.

4955 Technology Way

Boca Raton, Florida 33431

(561) 893-0101

You will not be charged for any of the documents that you request.

In order to ensure timely delivery of the requested documents, requests should be made no later than    , 2024, which is five business days before the date this exchange offer expires. In the event that we extend the exchange offer, we urge you to submit your request at least five business days before the expiration date, as extended.

No person should construe anything in this prospectus as legal, business or tax advice. Each person should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the exchange offer under applicable legal investment or similar laws or regulations.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. “Forward-looking statements” are any statements that are not based on historical information. Statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

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You should not rely upon forward-looking statements as predictions of future events. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

All forward-looking statements included in this prospectus are based upon information available to us as of the date of this prospectus. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

You should read this prospectus, the documents incorporated by reference into this prospectus, and the documents we have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

MARKET AND INDUSTRY DATA

Some of the market and industry data contained, or incorporated by reference, in this prospectus are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained in this prospectus, and our beliefs and estimates based on such data, may not be reliable.

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RISK FACTORS

An investment in the Exchange Notes involves a high degree of risk. You should carefully consider the risk factors set forth below, as well as those described under “Item 1A. Risk Factors”, in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 and the other information set forth and incorporated by reference in this prospectus, before deciding whether to participate in the exchange offer. Any of these risks, as well as other risks and uncertainties, could materially adversely affect the value of the Exchange Notes directly or our business, financial condition, or results of operations and thus indirectly cause the value of the Exchange Notes to decline. These risks could also cause our actual results to differ materially from those indicated in the forward-looking statements contained herein and elsewhere. Such risks are not the only risks that could impact us or the value of the Exchange Notes. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. As a result of any of these risks, known or unknown, you may lose all or part of your investment in the Exchange Notes.

Risks Related to the Secured Exchange Notes

The following risks apply to the Secured Original Notes and will apply equally to the Secured Exchange Notes. We refer to the Secured Original Notes and the Secured Exchange Notes collectively in this prospectus as the “Secured Notes.”

The Secured Notes and the Secured Note Guarantees are effectively subordinated to our and the Guarantors’ secured indebtedness that is secured by a lien on any assets not constituting Collateral to the extent of the value of such assets, and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the Secured Notes.

The Secured Notes and Secured Note Guarantees are secured on a first-priority basis by the Collateral (subject to Permitted Liens) and, therefore, are effectively subordinated to all of our and the Guarantors’ existing and future secured indebtedness that is secured by a lien on any assets not constituting the Collateral to the extent of the value of such assets. The Secured Notes rank pari passu with the liens on the obligations of the Company and the Guarantors under the 2024 Credit Agreement and any other future First Lien Secured Obligations, subject to Permitted Liens.

As of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we and the Guarantors would have had total consolidated indebtedness of approximately $1,772.0 million (excluding $74.2 million of existing letters of credit, but including capital lease obligations of $1.1 million and other debt of $39.4 million), primarily consisting of $450.0 million of the Term Loan B, $6.5 million of the 6.50% Exchangeable Senior Notes, $650.0 million of the Secured Notes and $625.0 million of the Unsecured Notes. Also as of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $310.0 million under the Revolving Credit Facility, subject to our satisfying the relevant borrowing conditions under the 2024 Credit Agreement with respect to the incurrence of such indebtedness. In addition, as of March 31, 2024, our subsidiaries that are not providing Guarantees had $134.2 million of liabilities, including no indebtedness.

In addition, the 2024 Credit Agreement, the Indentures that govern the notes, and the indenture governing the 6.50% Exchangeable Senior Notes allow us and the Guarantors to incur a significant amount of additional indebtedness, including indebtedness secured by a first-priority lien on the Collateral.

The Secured Notes and the Secured Note Guarantees are structurally subordinated to all existing and future liabilities of our subsidiaries that do not guarantee the Secured Notes, including the trade payables of such subsidiaries. Our subsidiaries that will not be providing Guarantees generated approximately 8.5% and 8.8% of the Company’s consolidated revenues and 7.2% and 7.6% of the Company’s consolidated EBITDA for the year

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ended December 31, 2023 and the three months ended March 31, 2024, respectively, and held approximately 8.0% and 8.0% of the Company’s consolidated assets as of December 31, 2023 and March 31, 2024, respectively. In addition, as of December 31, 2023 and March 31, 2024, the Company’s subsidiaries that will not be providing Guarantees had $135.9 million and $134.2 million of liabilities, including no indebtedness.

Even though the holders of the Secured Notes will benefit from a first-priority lien on the Collateral, the representative of the lenders under the 2024 Credit Agreement will initially have the exclusive right to control actions (including the exercise of remedies) with respect to the Collateral.

The rights of the holders of the Secured Notes in the Collateral (including the right to exercise remedies) are subject to the First Lien Intercreditor Agreement among the Secured Notes Collateral Agent, the authorized representative for the secured parties under the Credit Agreement, the Secured Notes Trustee and any applicable representative for the holders of future first lien pari passu obligations. Under the First Lien Intercreditor Agreement, enforcement actions that may be taken with respect to the Shared Collateral, including the ability to cause the commencement of enforcement proceedings against the Shared Collateral or to control such proceedings, will be at the direction of the Credit Agreement Collateral Agent until the earlier to occur of (x) the discharge of our obligations under the 2024 Credit Agreement (which discharge does not include certain refinancings of the senior facilities) and (y) 180 days after written notice is given to the Credit Agreement Administrative Agent, the Secured Notes Collateral Agent and each other authorized representative under the First Lien Intercreditor Agreement of the occurrence of a continuing event of default under an agreement governing a series of indebtedness that represents the largest outstanding principal amount of indebtedness subject to the First Lien Intercreditor Agreement (other than the 2024 Credit Agreement) and that such indebtedness is currently due and payable in full; provided that the expiration of such 180-day period shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Credit Agreement Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Company or any Guarantor which has granted a security interest in such Shared Collateral, as the case may be, is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding. See “Description of the Secured Exchange Notes—Security” and “Description of the Secured Exchange Notes—First Lien Intercreditor Agreement.”

At any time that the Credit Agreement Administrative Agent does not have the right to take action with respect to the Collateral pursuant to the First Lien Intercreditor Agreement as described above, then the authorized representative for the Secured Notes or other debt that has the greatest outstanding principal amount would exercise such right to take action under the First Lien Intercreditor Agreement. The First Lien Intercreditor Agreement also includes waivers of certain important rights that holders of secured debt would otherwise have.

Under the First Lien Intercreditor Agreement, except for the Applicable Collateral Agent, no other secured party or collateral agent under the First Lien Secured Obligations will contest, protest or object (or support any other Person in contesting, protesting or objecting) to any foreclosure proceeding or action brought by the Applicable Collateral Agent or the Applicable Authorized Representative or any other exercise by the Applicable Collateral Agent or the Applicable Authorized Representative of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Collateral Agent to do so. After the filing of any bankruptcy petition or the commencement of any other insolvency, restructuring or liquidation proceeding, the value of the Collateral could materially deteriorate, and holders of the secured notes would be prohibited from raising an objection to such proposed financing or use of cash collateral. For a description of important waivers by holders of the Secured Notes and limits on their rights as secured creditors under the First Lien Intercreditor Agreement see “Description of the Secured Exchange Notes—Security” and “Description of the Secured Exchange Notes—First Lien Intercreditor Agreement.”

The First Lien Intercreditor Agreement contains customary provisions for New York (U.S.) law intercreditor agreements governing priority of claims among secured creditors and is governed by New York law. The foregoing is not a summary of all material terms of the First Lien Intercreditor Agreement. For a more detailed

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description, see “Description of the Secured Exchange Notes—Security” and “Description of the Secured Exchange Notes—First Lien Intercreditor Agreement.”

The value of the Collateral may not be sufficient to satisfy our obligations under the Secured Notes.

The Secured Notes are secured by a first-priority lien on the Collateral, which Collateral also secures, or will secure our obligations under the 2024 Credit Agreement and other first lien debt permitted under the 2024 Credit Agreement and Secured Notes Indenture (referred to herein as other “Additional Pari Passu Obligations”), and there may not be sufficient Collateral to pay the Secured Notes and the Additional Pari Passu Obligations. Your rights to the Collateral may be diluted by any increase in debt secured by the Collateral or a reduction in the Collateral. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us or any guarantor, the Collateral securing the other Additional Pari Passu Obligations and the Secured Notes must be used to pay the other Additional Pari Passu Obligations and the Secured Notes ratably as set forth in the First Lien Intercreditor Agreement. We may incur Additional Pari Passu Obligations in the future. Any Additional Pari Passu Obligations incurred in the future will adversely affect the relative position of the holders of the Secured Notes with respect to the Collateral securing such Secured Notes.

No appraisals of any Collateral were prepared in connection with the offering of the Secured Original Notes, and no appraisals of any Collateral will be prepared in connection with the offering of the Secured Exchange Notes. The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. The value of the Collateral securing the Secured Notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future events or trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral securing the Secured Notes will be sufficient to pay our obligations under the Secured Notes, in full or at all, while also paying the Additional Pari Passu Obligations.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us or any guarantor, all proceeds from the Collateral will be applied first to repay the obligations in respect of the Secured Notes and any Additional Pari Passu Obligations. No assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay our obligations under the Secured Notes, in full or at all, while also paying the Additional Pari Passu Obligations. Additionally, with respect to some of the Collateral, the Secured Notes Collateral Agent’s security interest and ability to foreclose will be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings.

Accordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the Secured Notes. Any claim for the difference between the amount, if any, realized by holders of the Secured Notes from the sale of the Collateral securing the Secured Notes and the obligations under the Secured Notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

Claims of holders under certain of our mortgages will be limited to a capped amount.

Certain of the real property collateral securing the Secured Notes is located in states that impose a mortgage recording tax. As is customary, in order to limit the amount of mortgage recording, intangibles, documentary stamp and similar taxes with respect to these properties, the maximum amount of obligations secured by the mortgage on each of such properties securing the Secured Notes will be capped at an amount that is equal to what the Company has estimated to be such property’s net book value. We cannot assure you that our estimate of net book value is accurate and even if these properties appreciate in value, your claim under each such mortgage will be limited to such capped amount.

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We will not have conducted recent lien searches on certain of the Collateral.

As of the date of this prospectus, we will not have conducted recent lien searches on all Collateral, in particular Collateral consisting of owned or leased real property. There could be one or more existing and undiscovered liens on such Collateral and such liens may prevent or inhibit the Secured Notes Collateral Agent from foreclosing on the liens securing the Secured Notes and may impair the value of such Collateral. Any such undiscovered liens could be significant and could, in certain cases, be prior to the lien of the Secured Notes Collateral Agent securing the Secured Notes.

There are certain categories of property that are excluded from the Collateral securing the Secured Notes and the perfection of certain equity constituting Collateral is limited to the laws of the State of New York.

The assets securing the Secured Notes and the Secured Note Guarantees are limited to certain of our assets and the assets of the Guarantors. Certain categories of assets are excluded from the Collateral and the Secured Note Guarantees. See “Description of the Secured Exchange Notes—Security.” Excluded Property includes, but are not limited to, (i) rights under any contracts, leases or other instruments that contain a valid and enforceable prohibition on assignment of such rights, (ii) property and assets owned by the Company or any Guarantor that are the subject of (A) liens on assets acquired, constructed or improved by the Company or any of its restricted subsidiaries, save as otherwise provided and (B) liens on the GEO HQ granted pursuant to a real property mortgage, but, in each case of clauses (A) and (B), only if and for so long as such property and assets do not secure any other First Lien Secured Obligations, such liens are in effect, the agreements or instruments evidencing or governing such indebtedness prohibit the indebtedness under the 2024 Credit Agreement from being secured by such assets and no part of the indebtedness under the 2024 Credit Agreement and no letter of credit issued under the 2024 Credit Agreement was used to finance the acquisition, construction or improvement of such assets, (iii) immaterial government contracts that are the subject of Permitted Liens, and (iv) any assets with respect to which, in the reasonable judgment of the Credit Agreement Administrative Agent and the Company (as agreed in writing), the cost or other adverse consequences (including adverse tax consequences) of pledging such assets would be excessive in relation to the benefits to be obtained by such lenders therefrom. In addition, while Material Real Property forms part of the Collateral, certain properties, being the GEO HQ, Delaney Hall and the Deyton Detention Facility, are specifically excluded from Material Real Property and therefore excluded from the Collateral. Material Real Property includes, but is not limited to, any domestic real property interest owned or leased by the Company or any Guarantor (i) that is to be secured by a mortgage or deed of trust such that, after giving effect to the mortgages or deeds of trust on such real property interests, the collateral securing the obligations of the Company and the Guarantors under the 2024 Credit Agreement includes at least 80% of the net book value of the domestic real property interests of the Company and the Guarantors, or (ii) that has a net book value of $10.0 million or greater. Mortgages are only required in respect of real property constituting Material Real Property.

The perfection of the equity interests constituting Collateral is governed by the laws of the State of New York and may not be enforceable in other jurisdictions. In addition, the Security Documents provide that no action shall be required by the grantors in any foreign jurisdiction to evidence or further perfect the security interest in the Collateral.

The Collateral securing the Secured Notes may be diluted under certain circumstances.

The Secured Notes Indenture permits us to issue additional senior secured indebtedness, including additional Secured Notes and other indebtedness that may be secured on a pari passu basis with the Secured Notes and our obligations under the 2024 Credit Agreement and the related guarantees, subject to our compliance with the restrictive covenants in the Secured Notes Indenture and the 2024 Credit Agreement at the time we issue or incur such additional senior secured indebtedness. Any additional Secured Notes issued under the Secured Notes Indenture and any such other indebtedness would be guaranteed by the same guarantors and could have the same security interests, with the same priority, as those securing the Secured Notes and our obligations under the

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2024 Credit Agreement and the related guarantees. As a result, the Collateral would be shared by any additional Secured Notes and any such other indebtedness, which would dilute the value of the Collateral securing the Secured Notes and our obligations under the 2024 Credit Agreement and the related guarantees. Furthermore, if we issue additional senior secured indebtedness, the terms of the Secured Notes Indenture and our obligations under the 2024 Credit Agreement and the related guarantees may require the Secured Notes Collateral Agent and the administrative agent and collateral agent under the 2024 Credit Agreement to enter into additional intercreditor arrangements with the holders of such additional senior secured indebtedness. As a result, the priority in right of payment of the Secured Notes and our obligations under the 2024 Credit Agreement and the related guarantees, and the priority as to the liens securing the Collateral with respect to the Secured Notes and our obligations under the 2024 Credit Agreement and the related guarantees may be further complicated.

Security over certain Collateral was not in place or was not perfected by the issue date of the Secured Original Notes, and we will not be required to perfect security interests in some instances.

Mortgages on the Company’s and the Guarantors’ right, title and interest in any Material Real Property were not in place and/or perfected as of the issue date of the Secured Original Notes (the “Issue Date”). The Company will take all appropriate steps to have such mortgages in place and perfected within 180 days of the Issue Date (or a later date approved by the Secured Notes Collateral Agent (provided that the Credit Agreement Collateral Agent is also extending such time period under the 2024 Credit Agreement, in which case such later date shall also be deemed approved by the Secured Notes Collateral Agent)).

Liens recorded or perfected after the Issue Date may be treated under bankruptcy law as if they were delivered to secure previously existing indebtedness. To the extent a security interest in certain Collateral is perfected following the Issue Date, that security interest would remain at risk of having been a preference (in which case it might be voided by a trustee in bankruptcy) if granted within 90 days of a bankruptcy filing by the Company or the applicable Guarantor. Accordingly, if the Company or a Guarantor were to file for bankruptcy protection and the liens had been perfected less than 90 days before commencement of such bankruptcy proceeding, or not yet perfected at all, the liens securing the Secured Notes and the Secured Note Guarantees may be subject to challenge as a result of having not been perfected before the Issue Date. To the extent that such challenge succeeded, you would lose the benefit of the security that such Collateral was intended to provide.

Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party including enforceability vis-a-vis third parties upon registration before the relevant public registries. The liens on certain of the Collateral securing the Secured Notes, to the extent that possession and/or control thereof perfects a lien thereon under the Uniform Commercial Code in any applicable jurisdiction, may not be perfected with respect to the claims of the Secured Notes if the Credit Agreement Collateral Agent is not able to take the actions necessary to perfect any of such liens. Furthermore, the Secured Notes Indenture will contain customary exceptions to perfection actions that would be required to be taken in order to perfect a security interest in certain types of Collateral. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect in such property and rights are taken. If additional domestic restricted subsidiaries are formed or acquired and become guarantors under the Secured Notes Indenture, additional financing statements would be required to be filed to perfect the security interest in the assets of such guarantors. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to be taken to perfect the security interest in such assets, such as the delivery of physical collateral, if permitted by the First Lien Intercreditor Agreement. The Issuer and the guarantors will have limited obligations to perfect the security interest of the holders of the Secured Notes in the Collateral. There can be no assurance that the Secured Notes Collateral Agent or the Credit Agreement Collateral Agent, as applicable, will monitor, or that we will inform the Secured Notes Collateral Agent or the Credit Agreement Collateral Agent, as applicable, of, the future acquisition of property and rights that constitute Collateral securing the Secured Notes, and that the necessary action will be taken to properly perfect the security interest in such after-acquired

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collateral. None of the Secured Notes Trustee, the Secured Notes Collateral Agent or the Credit Agreement Collateral Agent or any other Secured Notes Collateral Agent has any obligation to monitor the acquisition of additional property or rights that could constitute Collateral securing the Secured Notes or monitor the perfection of any security interest, or make any filings to perfect or maintain the perfection of any security interest. This may result in the loss of the security interest in the Collateral securing the Secured Notes or the priority of the security interest in favor of the Secured Notes against third parties.

The Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections that may exist in respect of the security interests required with respect to the Secured Notes.

The Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections that may exist in respect of the security interests. The existence of any such exceptions, defects, encumbrances, liens and other imperfections or lack of filings could adversely affect the value of the Collateral as well as the ability of the Secured Notes Collateral Agent to realize or foreclose on the Collateral for the benefit of the holders of the Secured Notes, as applicable.

The Collateral is subject to casualty risks.

Although we maintain insurance policies to insure against losses, there are certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, it is possible that the insurance proceeds will not compensate us fully for our losses in the event of a catastrophic loss. If there is a total or partial loss of any of the Collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the secured obligations, including the Secured Notes.

We will, in most cases, have control over the Collateral, and the sale of particular assets by us could reduce the pool of assets securing the Secured Notes and any future guarantees. In addition, certain assets, including Excluded Property, are excluded from the Collateral.

The terms of the Security Documents, the 2024 Credit Agreement, and the Secured Notes Indenture allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the majority of the Collateral. For example, in accordance with the Security Documents, the 2024 Credit Agreement, and the Secured Notes Indenture, we may, among other things, without approval or consent of the Secured Notes Collateral Agent, conduct activities with respect to Collateral, such as selling, factoring, abandoning or otherwise disposing of Collateral and making cash payments (including repayments of indebtedness). The lien on any Collateral will be automatically released upon any permitted disposition thereof to a person that is not an Issuer or a guarantor and will no longer secure our obligations under the 2024 Credit Agreement and the Secured Notes Indenture. See “Description of the Secured Exchange Notes.”

In addition, certain assets, including Excluded Property, are excluded from the Collateral. See “Description of the Secured Exchange Notes—Security.”

Under various circumstances, all or a portion of the Collateral may be released, including:

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In addition, the Secured Note Guarantee will be released under certain circumstances, including, among other instances (i) in connection with any sale of all of the capital stock of a Guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company, if the sale complies with the relevant provisions of the Secured Notes Indenture, and (ii) upon the release or termination (other than a termination or release resulting from the payment thereon) of the Secured Note Guarantee of (a) all indebtedness of the Company or any Guarantor under any applicable credit facility and (b) all indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount of $100.0 million or more.

To the extent lien searches are performed, such searches may not reveal all existing liens on the Collateral.

We cannot guarantee that any lien searches conducted on the Collateral will reveal all existing liens on the Collateral. Any existing undiscovered lien could be significant, could be prior in ranking to the liens securing the Secured Notes or the guarantees and, subject to the First Lien Intercreditor Agreement, could have an adverse effect on the ability of the Secured Notes Collateral Agent to realize or foreclose upon the Collateral. In addition, certain statutory priority liens may also exist that are not, or that cannot be, discovered by lien searches.

Rights of the holders of the Secured Notes in the Collateral may be adversely affected by bankruptcy and insolvency proceedings and the holders of the Secured Notes may not be entitled to post-petition interest, fees, or expenses in any bankruptcy or insolvency proceeding.

The right of the Secured Notes Collateral Agent to repossess and dispose of the Collateral is likely to be significantly impaired, and at a minimum delayed, if U.S. bankruptcy proceedings are commenced by or against us prior to or possibly even after the Secured Notes Collateral Agent has repossessed and disposed of the Collateral. Under the U.S. Bankruptcy Code, pursuant to the automatic stay imposed upon a bankruptcy filing, secured creditors, such as the Secured Notes Collateral Agent, are prohibited from among other things, obtaining possession of property of the debtor’s estate or exercising control over such property or creating, perfecting, or enforcing any lien on such property, without prior bankruptcy court approval (which may not be given under the circumstances). Moreover, U.S. bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in Collateral and may include cash payments or the granting of additional or replacement security, if and at such time as the court in its discretion determines, for any diminution in the value of Collateral as a result of the imposition of the automatic stay or any use of collateral by the debtor during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor does not require compensation for diminution in the value of its collateral if the value of such collateral exceeds the debt it secures. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a U.S. bankruptcy court, it is impossible to predict whether or when payments under the Secured Notes could be made following the commencement of a bankruptcy case (or the length of the delay in making any such payments), whether or when the Secured Notes Collateral Agent would repossess or dispose of the Collateral, or whether or to what extent the holders of the Secured Notes would be compensated for any delay in payment or loss of value of the Collateral through the requirements of “adequate protection.” With respect to the Secured Notes, the ability of the Secured Notes Collateral Agent and the holders thereof to seek and obtain adequate protection is further limited by the terms of the First Lien Intercreditor Agreement. See “Description of the Secured Notes—First Lien Intercreditor Agreement.”

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Furthermore, in the event a U.S. bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due with respect to the 2024 Credit Agreement and any additional obligations of the Company or any guarantor secured by the Collateral on a first-priority basis or second-priority basis, as applicable, the holders of the Secured Notes, as the case may be, would have “undersecured claims” as to the difference. Generally, U.S. bankruptcy laws do not permit the payment or accrual of post-petition interest, costs, expenses and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Other consequences of a finding of under-collateralization would include, among other things, a lack of entitlement to receive “adequate protection” under U.S. bankruptcy laws with respect to any unsecured portion of the Secured Notes. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by a U.S. bankruptcy court as a reduction of the principal amount of the applicable Secured Notes.

The rights of the Secured Notes Collateral Agent with respect to the Collateral may also be impaired, delayed or otherwise affected by the insolvency laws of the other jurisdictions in which we and the Guarantors are incorporated or organized. See “Risks Related to the Exchange Notes—Federal and state law may render the Guarantees and/or payments made under the Guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.”

Your rights in the Collateral may be adversely affected by the failure to maintain, record and/or perfect security interests in the Collateral.

Your rights in the Collateral may be adversely affected by our failure to maintain the security interest in the Collateral or to perfect security interests in certain Collateral in the future. We may fail to notify the Secured Notes Collateral Agent or any collateral agent for the Secured Notes of changes in name or other events which may adversely affect the security interest in the Collateral. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate and certain proceeds, can be perfected only at the time at which such property and rights are acquired and identified. The Secured Notes Collateral Agent may not monitor, or we may not inform it of, changes affecting the Collateral or the future acquisition of property and rights that constitute Collateral, and necessary action may not be taken to maintain or to properly perfect the security interest in such Collateral.

The Secured Notes Collateral Agent has no obligation to monitor the Collateral or the acquisition of additional property or rights that constitute Collateral or the perfection of any security interest in favor of the Secured Notes against third parties. A failure to do so may result in the loss of the security interest therein or the priority of the security interest in favor of the Secured Notes against third parties.

The lenders under the 2024 Credit Agreement have the discretion to release any Guarantors under the 2024 Credit Agreement in a variety of circumstances, which may cause those Guarantors to be released from the Secured Notes Guarantees.

While any obligations under the 2024 Credit Agreement remain outstanding, any Secured Note Guarantee may be released without action by, or consent of, any holder of the Secured Notes or the Secured Notes Trustee under the Secured Notes Indenture, if the related Guarantor is no longer a guarantor of obligations under the 2024 Credit Agreement and the related guarantees. See “Description of the Secured Exchange Notes—Guarantees.” The lenders under the 2024 Credit Agreement have the discretion to release the guarantees under the 2024 Credit Agreement in a variety of circumstances. You will not have a claim as a creditor against any entity that is no longer a Guarantor of the Secured Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of holders of the Secured Notes.

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State law may limit the ability of the Secured Notes Collateral Agent, Secured Notes Trustee and the holders of the Secured Notes to foreclose on the real property and improvements included in the Collateral.

The Secured Notes are secured by, among other things, liens on certain owned real property and improvements. The laws of the states in which such owned real property is located may limit the ability of the Credit Agreement Collateral Agent, the Secured Notes Collateral Agent or holders of the Secured Notes to foreclose on the real property Collateral, including any improvements. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws also impose security-first and one-form-of-action rules that can affect the ability to foreclose or the timing of foreclosure on real and personal property Collateral regardless of the location of the Collateral, and limit the right to recover a deficiency following a foreclosure. This could impair your ability to exercise your rights on the Collateral.

Risks Related to the Unsecured Exchange Notes

The following risks apply to the Unsecured Original Notes and will apply equally to the Unsecured Exchange Notes. We refer to the Unsecured Original Notes and the Unsecured Exchange Notes collectively in this prospectus as the “Unsecured Notes.”

The Unsecured Notes and the Unsecured Note Guarantees are effectively subordinated to our and the Guarantors’ senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the Unsecured Notes.

The Unsecured Notes and the Unsecured Note Guarantees are senior, unsecured obligations of GEO and the Guarantors, respectively, and rank (i) equal in right of payment with all of our and the Guarantors’ existing and future senior, unsecured indebtedness, including the 6.50% Exchangeable Senior Notes and the related guarantees, (ii) effectively junior in right of payment to all of our and the Guarantors’ existing and future secured indebtedness, including our obligations under the 2024 Credit Agreement and the related guarantees, and the Secured Notes and the Secured Note Guarantees, to the extent of the value of the assets securing such indebtedness, (iii) senior in right of payment to any of our and the Guarantors’ future subordinated indebtedness, and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of any of our subsidiaries that do not guarantee the Unsecured Notes.

As of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we and the Guarantors would have had total consolidated indebtedness of approximately $1,772.0 million (excluding $74.2 million of existing letters of credit, but including capital lease obligations of $1.1 million and other debt of $39.4 million), primarily consisting of $450.0 million of the Term Loan B, $6.5 million of the 6.50% Exchangeable Senior Notes, $650.0 million of the Secured Notes and $625.0 million of the Unsecured Notes. Also as of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $310.0 million under the Revolving Credit Facility, subject to our satisfying the relevant borrowing conditions under the 2024 Credit Agreement with respect to the incurrence of such indebtedness. In addition, as of March 31, 2024, our subsidiaries that are not providing Guarantees had $134.2 million of liabilities, including no indebtedness.

In the event we or the Guarantors become the subject of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our assets and the assets of the Guarantors securing indebtedness could not be used to pay holders of the Unsecured Notes until after all secured claims against us and the Guarantors have been fully paid.

Our subsidiaries that will not be providing Guarantees generated approximately 8.5% and 8.8% of the Company’s consolidated revenues and 7.2% and 7.6% of the Company’s consolidated EBITDA for the year ended December 31, 2023 and the three months ended March 31, 2024, respectively, and held approximately 8.0% and

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8.0% of the Company’s consolidated assets as of December 31, 2023 and March 31, 2024, respectively. In addition, as of December 31, 2023 and March 31, 2024, the Company’s subsidiaries that will not be providing Guarantees had $135.9 million and $134.2 million of liabilities, including no indebtedness, respectively.

Risks Related to the Exchange Notes

Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations.

We have a significant amount of indebtedness. Our total consolidated indebtedness as of March 31, 2024 and 2023, was approximately $1.8 billion and $2.0 billion, respectively, excluding finance lease obligations of $1.1 million and $1.8 million, for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, we had $74.2 million and $77.5 million, respectively, outstanding in letters of credit and zero and zero, respectively, in borrowings outstanding under the revolving credit facility under the 2022 Credit Agreement. As of March 31, 2024, we had the ability to borrow $310 million under the revolving credit facility under the 2022 Credit Agreement, subject to our satisfying the relevant borrowing conditions under the 2022 Credit Agreement with respect to the incurrence of such indebtedness. At March 31, 2024, we also had approximately AUD 66.5 million (or $43.4 million based on exchange rates at March 31, 2024) in letters of credit outstanding under our Australian letter of credit facility in connection with certain performance guarantees related to the Ravenhall Prison Project.

As of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we and the Guarantors would have had total consolidated indebtedness of approximately $1,772.0 million (excluding $74.2 million of existing letters of credit, but including capital lease obligations of $1.1 million and other debt of $39.4 million), primarily consisting of $450.0 million of the Term Loan B, $6.5 million of the 6.50% Exchangeable Senior Notes, $650.0 million of the Secured Notes and $625.0 million of the Unsecured Notes. Also as of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $310.0 million under the Revolving Credit Facility, subject to our satisfying the relevant borrowing conditions under the 2024 Credit Agreement with respect to the incurrence of such indebtedness. In addition, as of March 31, 2024, our subsidiaries that are not providing Guarantees had $134.2 million of liabilities, including no indebtedness.

Our substantial indebtedness could have important consequences. For example, it could:

If we are unable to meet our debt service obligations, we may need to reduce capital expenditures, restructure or refinance our indebtedness, obtain additional equity financing or sell assets. The term loans and revolving credit commitments under the 2024 Credit Agreement mature in April 2029. Beginning in 2019, several financial institutions announced that they will not be renewing existing agreements or entering into new

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agreements with companies that operate secure services facilities and centers pursuant to public-private partnerships. We may not continue to have access to the debt and capital markets on a cost-effective basis, or at all. Certain lenders also have publicly disclosed that they will no longer loan money to one of our key competitors. Financial institutions may be unwilling to engage with us in the future and this may restrict our access to the debt and capital markets to support our operations or refinance our indebtedness, including by obtaining debt financing, equity financing or selling assets on satisfactory terms, or at all. This could materially increase the cost of capital and as a result have a material adverse effect on our business, financial condition and results of operations. In addition, our ability to incur additional indebtedness is restricted by the terms of the 2024 Credit Agreement and the Indentures that govern the notes.

Despite current indebtedness levels, we may still incur more indebtedness, which could further exacerbate the risks described above.

The terms of the Indentures and the 2024 Credit Agreement restrict our ability to incur, but do not prohibit us from incurring, significant additional indebtedness in the future. As of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $310.0 million under the Revolving Credit Facility, subject to our satisfying the relevant borrowing conditions under the 2024 Credit Agreement with respect to the incurrence of such indebtedness. Also, we may refinance all or a portion of our indebtedness, including borrowings under the 2024 Credit Agreement, the 6.50% Exchangeable Senior Notes and the notes. The terms of such refinancing may be less restrictive and permit us to incur more indebtedness than we can now. If new indebtedness is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face related to our significant level of indebtedness could intensify.

The covenants in the Indentures and the 2024 Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business.

The covenants in the Indentures and the 2024 Credit Agreement impose significant operating and financial restrictions on us and certain of our subsidiaries, which we refer to as restricted subsidiaries. These restrictions limit our ability to, among other things:

These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, the 2024 Credit Agreement requires us to maintain specified financial ratios and satisfy certain financial covenants, including maintaining a maximum total leverage ratio, a maximum first lien coverage ratio, a minimum interest coverage ratio and a cap on the amount of unrestricted cash that our foreign subsidiaries may hold as of the last day of any fiscal quarter. We may be required to take action to reduce our indebtedness or to act in a manner contrary to our business objectives to meet these ratios and satisfy

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these covenants. We could also incur additional indebtedness having even more restrictive covenants. Our failure to comply with any of the covenants in the 2024 Credit Agreement and the Indentures could prevent us from being able to draw on the Revolving Credit Facility, cause an event of default under such documents and result in an acceleration of all of our outstanding indebtedness. If all of our outstanding indebtedness were to be accelerated, we likely would not be able to simultaneously satisfy all of our obligations under such indebtedness, which would materially adversely affect our financial condition and results of operations.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control and we may not be able to generate the cash required to service our indebtedness.

Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to us under the 2024 Credit Agreement or otherwise in an amount sufficient to enable us to pay our indebtedness or debt securities, including the 6.50% Exchangeable Senior Notes, the Original Notes and the Exchange Notes offered hereby, or to fund our other liquidity needs. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. However, we may not be able to complete such refinancing on commercially reasonable terms or at all. If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing our outstanding debt. If such a default were to occur, the lenders under the 2024 Credit Agreement, and holders of the 6.50% Exchangeable Senior Notes, the Original Notes and the Exchange Notes offered hereby could elect to declare all amounts outstanding immediately due and payable, and the lenders would not be obligated to continue to advance funds under the 2024 Credit Agreement. If the amounts outstanding under the 2024 Credit Agreement or other agreements governing our outstanding debt, were accelerated, our assets may not be sufficient to repay in full the money owed to our lenders and holders of the 6.50% Exchangeable Senior Notes, the Original Notes and the Exchange Notes offered hereby and any other debt holders.

Because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows.

Borrowings under the 2024 Credit Agreement bear interest at a variable rate using a spread over the Secured Overnight Financing Rate (“SOFR”). As a result, to the extent our exposure to increases in interest rates is not eliminated through interest rate protection agreements, such increases will result in higher debt service costs which will adversely affect our cash flows. We currently do not plan to have interest rate protection agreements in place to protect against interest rate fluctuations on borrowings under the 2024 Credit Agreement. We incurred $450.0 million of indebtedness under the Term Loan B under the 2024 Credit Agreement, and a one percent increase in the interest rate applicable to the Term Loan B would increase our annual interest expense by approximately $4.5 million.

There is no public market for the Exchange Notes.

There is currently no trading market for the Exchange Notes, and we do not intend to apply for listing of the Exchange Notes on any securities exchange. We cannot be sure that an active trading market will develop for the Exchange Notes or, if developed, that it will continue. Moreover, if a market were to develop, the Exchange Notes could trade at prices that may be lower than their principal amount or purchase price because of many factors, including, but not limited to:

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In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in the prices of these securities. It is possible that, if any trading market for the Exchange Notes develops, it will be subject to disruptions. Any such disruption may have a negative effect on you as a holder of the Exchange Notes, regardless of our financial condition, performance or prospects.

The Indentures contain limited restrictive covenants, which in turn may allow us to engage in a variety of transactions that may impair our ability to fulfill our obligations under the notes.

Although the Indentures and the 2024 Credit Agreement contain certain financial or operating covenants and/or limitations or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our restricted subsidiaries, as well as limitations or restrictions on certain other activities, the Indentures are limited to operating covenants and/or limitations or restrictions on, among other things, the payments of dividends, the making of investments and the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our restricted subsidiaries. In addition, the Indentures do not require us to achieve or maintain any minimum financial results relating to our financial position or results of operations. The Indentures also do not contain any covenants or other provisions to afford protection to holders of the notes in the event of a fundamental change or other corporate transaction involving us, except to the extent described under “Description of the Secured Exchange Notes—Repurchase at the Option of Holders—Change of Control” and “Description of the Unsecured Exchange Notes—Repurchase at the Option of Holders—Change of Control,” and we have no obligation to consider the specific interests of the holders of the notes in engaging in any such offering or transaction.

Our ability to recapitalize, incur additional debt and take a number of other actions that will not be limited by the terms of the Indentures, could diminish our ability to make payments on the notes when due, and require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of cash flow to fund our operations, working capital and capital expenditures.

We may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so.

Upon a change of control as specified in “Description of the Secured Exchange Notes” and “Description of the Unsecured Exchange Notes,” each holder of the notes will have the right to require us to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the date of repurchase (subject to the right of holders of the Secured Notes and the Unsecured Notes, as applicable, on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes or the Unsecured Notes, as applicable, have not been redeemed or repurchased prior to such date). The terms of the 2024 Credit Agreement limit our ability to repurchase the notes in the event of a change of control. In addition, the terms of each of the Secured Notes Indenture and the Unsecured Notes Indenture limit our ability to repurchase the other series of notes in the event of a change of control. Any future agreement governing any of our indebtedness may contain similar restrictions and provisions. Accordingly, it is possible that restrictions in the 2024 Credit Agreement, the Indentures, or other indebtedness that may be incurred in the future will not allow the required repurchase of the notes upon a change of control. Even if such repurchase is permitted by the terms of our then existing indebtedness, we may not have sufficient funds available to satisfy our repurchase obligations. Our failure to purchase the notes of the applicable series would be a default under the related indenture, which in turn would be a default under the 2024 Credit Agreement and the Indenture that governs the other series of notes.

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Many of the covenants in the Indentures will not be applicable during any period when the applicable series of notes are rated investment grade by Moody’s and S&P, and no default has occurred and is continuing under the applicable indenture.

Many of the covenants contained in the Indentures do not apply during any period when the notes are rated investment grade by both Moody’s and S&P, and no default has occurred and is continuing under the applicable indenture. These covenants restrict, among other things, our and the Guarantors’ ability to sell assets, make certain restricted payments, incur additional indebtedness or issue preferred stock, create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us, enter into mergers, consolidations, or sales of all or substantially all of our assets, enter into transactions with affiliates, designate restricted and unrestricted subsidiaries, engage in sale and leaseback transactions, and engage in businesses, except as otherwise permitted. We cannot predict if either series of the notes will ever be rated investment grade or, if they are in the future rated investment grade, that such series of notes will maintain such rating. However, suspension of these covenants would allow us and the Guarantors’ to engage in certain actions that would not have been permitted were these covenants in force, and the effects of any such actions that we and the Guarantors’ take while these covenants are not in force will be permitted to remain in place even if the notes are subsequently downgraded below investment grade by either Moody’s Investors Service or S&P Global Ratings or a default has occurred and is continuing and the covenants are reinstated.

Federal and state law may render the Guarantees and/or payments made under the Guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.

If we or a Guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, under federal bankruptcy law and comparable provisions of state fraudulent transfer, fraudulent conveyance or voidable transactions laws, which may vary from state to state (and which, for simplicity, we refer to generally as “fraudulent transfer laws”), a court may avoid, subordinate or otherwise decline to enforce a Guarantee or claims in respect of a Guarantee.

Specifically, the Guarantees may be voided as fraudulent transfers if a court finds that the Guarantor, at the time it incurred the indebtedness evidenced by its Guarantee:

A legal challenge to the obligations under any Guarantee on fraudulent transfer grounds could focus on whether any benefits the applicable Guarantor received from the notes and the related transactions were reasonably equivalent in value to, or represented fair consideration for, the Guarantee provided by such subsidiary. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its Guarantee if such Guarantor did not substantially benefit directly or indirectly from issuing the Guarantee. Specifically, if the Guarantees were legally challenged, any Guarantee could be subject to a claim that, since the Guarantee was incurred for our benefit, and only indirectly for the benefit of the Guarantor, the obligations of the applicable Guarantor were incurred for less than reasonably equivalent value or fair consideration, and a court could avoid the obligations under the Guarantees, subordinate them to the applicable Guarantor’s other debt or take other action detrimental to the holders of the notes.

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We believe that each of our subsidiaries making a Guarantee received reasonably equivalent value and fair consideration for incurring the Guarantee, but we cannot assure you that a court would reach the same conclusion.

The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a court were to find that the incurrence of the Guarantee was a fraudulent transfer, the court could avoid the payment obligations under such Guarantee and direct you to repay the value of such payments, which would be recovered for the benefit of: (i) the bankruptcy estate of the Guarantor, (ii) an assignee of the Guarantor’s assets in an Assignment for the Benefit of Creditors proceeding and/or (iii) a creditor bringing the avoidance action. Also, your right to receive payments in respect of the notes from any such Guarantor could be equitably subordinated to all indebtedness and other liabilities of that Guarantor and/or disallowed in its entirety. We cannot assure you that funds would be available from another subsidiary or any other source to repay the related indebtedness.

The Secured Notes Indenture and the Unsecured Notes Indenture limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such Guarantees from fraudulent transfer challenges, as some courts have held such limitations unenforceable. Even if this limitation were enforced in accordance with its terms, the remaining amount due and collectible under the Guarantees may not suffice, if necessary, to pay the notes in full when due and could render the Guarantee effectively worthless.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our other indebtedness, including a default under the 2024 Credit Agreement, that is not cured or waived in accordance with the terms thereof, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our other indebtedness, or if we otherwise fail to comply with the various covenants, including operating covenants, in the instruments governing our indebtedness (including covenants in the 2024 Credit Agreement and the Indentures), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could, in certain circumstances, elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders in the 2024 Credit Agreement could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the 2024 Credit Agreement, the Indentures, or our other indebtedness and seek a waiver, we may not be able to obtain a waiver from the parties required under the 2024

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Credit Agreement or the Indentures. If this occurs, we would be in default under the instrument governing that indebtedness, the lenders or holders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may adversely affect the market value of the notes and increase our future borrowing costs and reduce our access to capital.

As of the date of this prospectus, our debt is anticipated to have a non-investment grade rating, and any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the notes. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. Any downgrade by a rating agency may result in higher borrowing costs.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

We may redeem the notes at our option, which may adversely affect your return.

We may redeem the notes at our option at any time or from time to time at the applicable redemption prices described in this prospectus plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date. We may choose to exercise these redemption rights when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes. See “Description of the Secured Exchange Notes—Optional Redemption” and “Description of the Unsecured Exchange Notes—Optional Redemption” for a more detailed description of the prices and terms on which we may redeem the notes.

We may be unable to repay or repurchase the notes at maturity.

At maturity, the entire outstanding principal amount of the notes of the applicable series, together with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations. If, upon the maturity date, other arrangements prohibit us from repaying the notes, we could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the notes.

Risks Related to the Exchange Offer

The exchange offer may not be consummated.

The exchange offer is subject to the condition that the exchange offer does not violate any applicable law or any interpretations of the staff of the SEC. Even if the exchange offer is completed, it may not be completed on the time schedule described in this prospectus. Accordingly, holders of Original Notes participating in the exchange offer may have to wait longer than expected to receive the Exchange Notes, during which time those holders will not be able to effect transfers of their Original Notes tendered in the exchange offer.

You must comply with the exchange offer procedures in order to receive Exchange Notes.

We will not accept your Original Notes for exchange if you do not follow the exchange offer procedures. We will issue Exchange Notes as part of the exchange offer only after timely receipt of your Original Notes, a

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properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your Original Notes. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Original Notes, letter of transmittal, and all other required documents by the Expiration Date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your Original Notes, we will not accept your Original Notes for exchange. Neither we nor the exchange agent is required to notify you of defects or irregularities with respect to tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, we will not accept your Original Notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

You may have difficulty selling the Original Notes that you do not exchange.

If you do not exchange your Original Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Original Notes described in the legend on your Original Notes. The restrictions on transfer of your Original Notes arise because we issued the Original Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the registration rights agreement, we do not intend to register the Original Notes under the Securities Act. The tender of Original Notes under the exchange offer will reduce the principal amount of the Original Notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any Original Notes that you continue to hold following completion of the exchange offer. Additionally, if a large number of Original Notes are exchanged for Exchange Notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged Original Notes because there will be fewer Original Notes outstanding. See “The Exchange Offer—Consequences of Failure to Exchange Original Notes.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the Exchange Notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC No-Action Letter available on May 13, 1988, Morgan Stanley & Co., Incorporated, SEC No-Action Letter available June 5, 1991 and Shearman & Sterling, SEC No-Action Letter available July 2, 1993, we believe that you may offer for resale, resell or otherwise transfer the Exchange Notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your Exchange Notes. In these cases, if you transfer any Exchange Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your Exchange Notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Guarantor Group Summarized Financial Information

In this section, the term “Company” refers solely to The GEO Group, Inc. (and not to any of its affiliates, including subsidiaries). The Secured Original Notes are, and the Secured Exchange Notes will be, fully and unconditionally guaranteed (the “Secured Note Guarantees”) on a senior secured basis by all of our restricted subsidiaries that guarantee (the “Guarantors”) any indebtedness of GEO or any Guarantor under any credit facility, including our obligations under the 2024 Credit Agreement, and any indebtedness of GEO or any Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount of $100.0 million or more. The Unsecured Original Notes are, and the Unsecured Exchange Notes will be, fully and unconditionally guaranteed (the “Unsecured Note Guarantees” and, together with the Secured Note Guarantees, the “Guarantees”) on a senior unsecured basis by the Guarantors. The other subsidiaries of the Company that are not guaranteeing the notes are referred to herein as the “non-guarantor subsidiaries.” For a brief description of the Exchange Notes that we are offering hereby and the guarantees that the Guarantors are offering, see “Description of the Secured Exchange Notes” and “Description of the Unsecured Exchange Notes.”

The Company conducts operations almost entirely through its subsidiaries. Accordingly, the Guarantors’ cash flow and ability to service any guaranteed registered debt securities will depend on the earnings of the Company’s subsidiaries and the distribution of those earnings to the Guarantors, including the earnings of the non-guarantor subsidiaries, whether by dividends, loans or otherwise. Holders of the notes will have a direct claim only against the Guarantors.

Summarized financial information is provided for the Company and the Guarantors on a combined basis in accordance with SEC Regulation S-X Rules 3-10 and 13-01. The accounting policies used in the preparation of this summarized financial information are consistent with those used in the consolidated financial statements of the Company, except that intercompany transactions and balances of the Company and the Guarantors with non-guarantor subsidiaries have not been eliminated. Intercompany transactions between the Company and the Guarantors have been eliminated and equity in earnings from and investments in non-guarantor subsidiaries have not been presented.

Summarized balance sheets:

Summarized statement of operations:

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer, and we have agreed to pay the expenses of the exchange offer. In exchange for each of the Exchange Notes, we will receive Original Notes in like principal amount. We will retire or cancel all of the Original Notes exchanged in the exchange offer. Accordingly, issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness or any change in our capitalization.

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DESCRIPTION OF OTHER INDEBTEDNESS

2024 Credit Agreement

In connection with the offering of the Original Notes, GEO and GEO Corrections Holdings, Inc., a wholly-owned subsidiary of GEO (“GEOCH”), as borrowers (collectively, the “Credit Facility Borrowers”), entered into a Credit Agreement (the “2024 Credit Agreement”) to, among other things, evidence and govern a first-lien senior secured revolving credit facility (the “Revolving Credit Facility”; and the commitments thereunder, the “Revolving Credit Facility Commitments”) and a first-lien senior secured term loan facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). The aggregate principal amount of revolving credit commitments under the Revolving Credit Facility is $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the Term Loan Facility is $450.0 million.

The loans under the Revolving Credit Facility (the “Revolving Credit Loans”) bear interest at a per annum rate equal to either (i) Alternate Base Rate (as defined below) plus an applicable margin or (ii) Term SOFR (as defined below) (subject to a 0.75% floor) plus an applicable margin, which applicable margin shall, in either case, vary depending on GEO’s total leverage ratio as of the most recent determination date, and the Credit Facility Borrowers will pay a fee in respect of the unused revolving commitments under the Revolving Credit Facility at a per annum rate ranging from 0.25% to 0.50%, in each case depending on GEO’s total leverage ratio as of the most recent determination date, where “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate for such day plus 1/2 of 1% and (c) Term SOFR (as defined below) for a one-month tenor in effect on such day, plus 1%, and “Term SOFR” means the Term Secured Overnight Financing Rate. The loans under the Term Loan Facility (the “Term Loans”) bear interest at a per annum rate equal to either (i) Alternate Base Rate plus an applicable margin for Alternate Base Rate Loans and (ii) Term SOFR (subject to a 0.75% floor) plus an applicable margin for Term SOFR Loans.

The Term Loans amortize at a rate equal to 1.25% of the original principal amount of such Term Loans per quarter. Mandatory prepayments of loans under the 2024 Credit Agreement are required in respect of certain casualty and asset sale proceeds and excess cash flow, subject to certain thresholds and exceptions. Voluntary prepayments of the Revolving Credit Loans may be made by the Credit Facility Borrowers at any time without premium or penalty (subject to reimbursement for customary breakage expenses). Voluntary prepayments of the Term Loans and any prepayments of Term Loans required in connection with any acceleration of the maturity thereof (or in connection with a foreclosure or other disposition of or realization upon any Collateral or other satisfaction or compromise of any obligations thereunder in any insolvency or other similar proceeding) will require payment of a premium equal to (i) 2.00% of the principal amount prepaid or required to be prepaid if made prior to the first anniversary of the effective date of the Term Loan Facility and (ii) 1.00% of the principal amount prepaid or required to be prepaid if made on or after the first anniversary of the effective date of the Term Loan Facility but prior to the second anniversary of the effective date of the Term Loan Facility.

The Revolving Credit Facility Commitments under the Revolving Credit Facility will terminate, and the Revolving Credit Loans will mature, on the earliest of (i) April 15, 2029, (ii) in the event that any Term Loans remain outstanding on the date that is ninety-one days prior to the Term Loan Maturity Date (as defined below), the date that is ninety-one days prior to the Term Loan Maturity Date, (iii) in the event that an aggregate principal amount equal to or greater than $100,000,000 of any Senior Notes remains outstanding on the Senior Notes Springing Maturity Date (as defined below), such Senior Notes Springing Maturity Date, it being understood that Senior Notes shall not be considered to be outstanding for purposes of this clause (iii) to the extent GEO, shall have deposited or caused to be deposited funds into a customary irrevocable escrow in an amount sufficient to pay or redeem such Senior Notes in full on the maturity date thereof (the “Maturity Reserve Condition”), where “Senior Notes” refers to each of the Secured Notes and the Unsecured Notes and any other senior notes issued by GEO or any of its subsidiaries (excluding the 6.50% Exchangeable Senior Notes), and “Senior Notes Springing Maturity Date” means the date that is ninety-one days prior to the stated maturity date

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of the applicable Senior Notes. The Term Loans will mature on the earliest of (i) April 15, 2029 and (ii) in the event that an aggregate principal amount equal to or greater than $100,000,000 of any series or class of Senior Notes remains outstanding on the Senior Notes Springing Maturity Date, such Senior Notes Springing Maturity Date, unless the Maturity Reserve Condition is satisfied with respect to such Senior Notes (such earliest date, the “Term Loan Maturity Date”).

The 2024 Credit Agreement contains certain customary representations and warranties, affirmative covenants and negative covenants, including restrictions on the ability of GEO and its restricted subsidiaries to, among other things, (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) engage in transactions with affiliates, (vii) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any subordinated indebtedness, except as permitted under applicable subordination terms, (viii) engage in other businesses, except as permitted, and (ix) materially impair the security interests securing the obligations under the 2024 Credit Agreement. The 2024 Credit Agreement also contains certain financial covenants, including a maximum total leverage ratio covenant, a maximum first lien leverage ratio covenant and a minimum interest coverage ratio covenant. In addition, the 2024 Credit Agreement restricts GEO from electing to be taxed as a real estate investment trust under the Internal Revenue Code. The 2024 Credit Agreement also contains certain customary events of default.

The Credit Facility guarantors guarantee the obligations in respect of the commitments and loans under the 2024 Credit Agreement. The obligations of the Credit Facility Borrowers and the Credit Facility guarantors in respect of the 2024 Credit Agreement are secured by first-priority liens on substantially all of their assets, including real property interests with respect to which the 2024 Credit Agreement requires the execution and delivery of a mortgage. The rights of the holders of the Secured Notes in the Collateral (including the right to exercise remedies) are subject to the First Lien Intercreditor Agreement among the Secured Notes Collateral Agent, the Secured Notes Trustee, Citizens Bank, N.A., as administrative agent and collateral agent under the Credit Facility, and any applicable representative for the holders of future pari passu obligations.

6.50% Exchangeable Senior Notes Due 2026

The following is a description of the 6.50% Exchangeable Senior Notes due 2026 issued by GEO Corrections Holdings, Inc. (the “6.50% Exchangeable Senior Notes”). This summary is not complete and is subject and is qualified in its entirety by reference to the terms of the indenture governing the 6.50% Exchangeable Senior Notes.

On February 24, 2021, our wholly-owned subsidiary, GEOCH, completed a private offering of $230 million aggregate principal amount of 6.50% Exchangeable Senior Notes which included the full exercise of the initial purchasers’ over-allotment option to purchase an additional $30 million aggregate principal amount of 6.50% Exchangeable Senior Notes. The 6.50% Exchangeable Senior Notes will mature on February 23, 2026, unless earlier repurchased or exchanged. The 6.50% Exchangeable Senior Notes bear interest at the rate of 6.50% per year plus an additional amount based on the dividends paid by us on our common stock, $0.01 par value per share. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.

The 6.50% Exchangeable Senior Notes are unsecured, unsubordinated obligations of GEOCH and the guarantors and rank:

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Subject to certain restrictions on share ownership and transfer, holders may exchange the 6.50% Exchangeable Senior Notes at their option prior to the close of business on the business day immediately preceding November 25, 2025, but only under the following circumstances: (1) during the five consecutive business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the 6.50% Exchangeable Senior Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of our common stock and the exchange rate for the 6.50% Exchangeable Senior Notes on each such trading day; or (2) upon the occurrence of certain specified corporate events. On or after November 25, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 6.50% Exchangeable Senior Notes, holders may exchange their 6.50% Exchangeable Senior Notes at any time, regardless of the foregoing circumstances. Upon exchange of a 6.50% Exchangeable Senior Note, we will pay or deliver, as the case may be, cash or a combination of cash and shares of our common stock. As of December 31, 2023, conditions had not been met to exchange the 6.50% Exchangeable Senior Notes.

Upon conversion, we will pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate is 108.4011 shares of common stock per $1,000 principal amount of 6.50% Exchangeable Senior Notes (equivalent to an initial conversion price of approximately $9.225 per share of common stock). The conversion rate will be subject to adjustment in certain events. If we undergo or GEOCH undergoes a fundamental change, holders may require GEOCH to purchase the 6.50% Exchangeable Senior Notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the 6.50% Exchangeable Senior Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Because we currently intend to settle conversions by paying cash up to the principal amount of the 6.50% Exchangeable Senior Notes, with any excess conversion value settled in shares of common stock, the 6.50% Exchangeable Senior Notes are being accounted for using the net settlement method (or treasury stock-type method) for the purposes of calculating diluted earnings per share. Using this method, the denominator will be affected when the average share price of our common stock for a given period is greater than the conversion price of approximately $9.225 per share.

On April 4, 2024, we entered into private exchange agreements with certain holders (the “April Exchange Noteholders”) of the 6.50% Exchangeable Senior Notes. The April Exchange Noteholders agreed to exchange $177.1 million in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for consideration that consisted of cash and shares of GEO common stock issued at closing (the “April Exchange”). The final exchange value and number of shares of common stock issued by GEO to the April Exchange Noteholders were determined based upon a volume-weighted average price per share of common stock during an averaging period commencing April 5, 2024 and lasting 20 trading days. The 6.50% Exchangeable Senior Notes exchanged represented 77% of the outstanding principal amount, with $52.9 million in aggregate principal amount remaining outstanding following the April Exchange.

On May 15, 2024, we entered into private exchange agreements with certain holders (the “May Exchange Noteholders”) of the 6.50% Exchangeable Senior Notes. The May Exchange Noteholders have agreed to exchange $46.4 million in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for consideration that consisted of cash and shares of GEO common stock issued at closing (the “May Exchange”). The final exchange value and number of shares of common stock to be issued by GEO to the May Exchange

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Noteholders were determined based upon a volume-weighted average price per share of common stock during an averaging period commencing May 16, 2024 and lasting five trading days. The 6.50% Exchangeable Senior Notes to be exchanged represented approximately 88% of the outstanding principal amount, with $6.5 million in aggregate principal amount remaining outstanding following the May Exchange.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the sale of the Original Notes on April 18, 2024, we, the Guarantors and Citizens JMP Securities, LLC, as representative of the initial purchasers, entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed, among other things, to (a) not later than 120 days after the date of original issuance of the Original Notes, file a registration statement with the SEC with respect to a registered offer to exchange the Original Notes for new publicly registered notes of the Company having terms substantially identical in all material respects to such Original Notes (except that the new publicly registered notes will generally not contain terms with respect to transfer restrictions and registration rights, and related additional interest provisions), (b) use our reasonable best efforts to cause the registration statement provided for under the registration rights agreement to be declared effective under the Securities Act not later than 180 days after the date of original issuance of the Original Notes, (c) cause the exchange offer to be consummated on the earliest practicable date after the registration statement has become effective, but in no event later than 220 days after the date of original issuance of the Original Notes, and (d) keep the registration statement provided for under the registration rights agreement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the exchange offer is made available to the holders of the Original Notes eligible to participate in the exchange offer.

If (i) any applicable law, rule, regulation or applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, (ii) the exchange offer is not consummated for any reason within 220 days of the date of the original issuance of the Original Notes, or (iii) under certain circumstances set forth in the registration rights agreement, an initial purchaser or any holder of the Original Notes so requests, the Company will be required to file a shelf registration statement under the Securities Act which would cover resales of the Restricted Notes.

For each Original Note surrendered to us pursuant to the exchange offer, the holder of the Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the Original Note surrendered in exchange thereof or, if no interest has been paid on such Original Note, from the date of its original issue.

The registration rights agreement provides, among other things, that (i) if we fail to file the registration statement within 120 days after the date of original issuance of the Original Notes, (ii) if a shelf registration statement is required and we fail to file such shelf registration statement within 60 days after the date the obligation to file such shelf registration statement arises, (iii) if the registration statement is not declared effective by the SEC within 180 days after the date of original issuance of the Original Notes, or, if obligated to file a shelf registration statement, such shelf registration statement is not declared effective by the SEC within 180 days after the date of original issuance of the Original Notes, (iv) if the exchange offer is not consummated within 40 days after the registration statement is declared effective, (v) if a shelf registration statement is required, the shelf registration statement is not declared effective within 60 days after the filing date of such shelf registration statement, or (vi) after the registration statement, or the shelf registration statement as applicable, is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions), then we will be obligated to pay additional interest to each holder of the Original Notes, with respect to the first 90-day period immediately following the occurrence of the first registration default, at a rate of $0.05 per week per $1,000 principal amount of the Original Notes held by such holder. The amount of the additional interest will increase by an additional $0.05 per week per $1,000 principal amount of Original Notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of additional interest for all registration defaults of 1.0% per annum.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading

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activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer the Exchange Notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act if:

If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business:

This prospectus may be used for an offer to resell, resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Our belief that the Exchange Notes may be offered for resale without compliance with the registration or prospectus delivery provisions of the Securities Act is based on interpretations of the SEC expressed in some of its no-action letters to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our exchange offer. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any Exchange Note issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability.

Terms of the Exchange Offer

We and the Guarantors are offering to exchange an aggregate principal amount of up to $650.0 million of the Secured Exchange Notes and $625.0 million of Unsecured Exchange Notes, in each case, and guarantees thereof for a like aggregate principal amount of Secured Original Notes and Unsecured Original Notes, in each

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case, and guarantees thereof. The form and terms of the Exchange Notes are the same as the form and the terms of the Original Notes, except that the Exchange Notes:

The Exchange Notes evidence the same debt as the applicable Original Notes exchanged for the Exchange Notes. The Secured Exchange Notes will be entitled to the benefits of the same indenture under which the Secured Original Notes were issued, and the Unsecured Exchange Notes will be entitled to the benefits of the same indenture under which the Unsecured Original Notes were issued. The Secured Notes Indenture and the Unsecured Notes Indenture are governed by New York law. For a complete description of the terms of the Exchange Notes, see “Description of the Secured Exchange Notes” and “Description of the Unsecured Exchange Notes.” We will not receive any cash proceeds from the exchange offer.

The exchange offer is not extended to holders of Original Notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

As of the date of this prospectus, $650.0 million aggregate principal amount of Secured Original Notes and $625.0 million aggregate principal amount of Unsecured Original Notes are outstanding and registered in the name of DTC or its nominee. Only registered holders of the Original Notes, or their legal representatives and attorneys-in-fact, as reflected on the records of the trustee under the applicable Indenture governing the Original Notes, may participate in the exchange offer. We and the Guarantors will not set a fixed record date for determining registered holders of the Original Notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being made available to all registered holders of Original Notes and to others believed to have beneficial interests in the Original Notes.

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange Original Notes of each series, which are properly tendered on or before the Expiration Date and are not withdrawn as permitted below, for a like principal amount of Exchange Notes of such series. The Expiration Date for this exchange offer is 5:00 p.m., New York City time, on   , 2024, or such later date and time to which we, in our sole discretion, extend the exchange offer.

Original Notes tendered in the exchange offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Neither we nor any of the Guarantors, our or their respective boards of directors or our or their management recommends that you tender or not tender Original Notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender Original Notes in the exchange offer and, if you decide to tender, the aggregate amount of Original Notes to tender. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC promulgated under the Exchange Act.

We expressly reserve the right, in our sole discretion:

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We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The notice of extension will disclose the aggregate principal amount of the Original Notes that have been tendered as of the date of such notice. Without limiting the manner in which we may choose to make a public announcement of any extension, delay, non-acceptance, termination or amendment, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency, which may be an agency controlled by us. Notwithstanding the foregoing, in the event of a material change in the exchange offer, including our waiver of a material condition, we will extend the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

During an extension, all Original Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any Original Notes not accepted for exchange for any reason will be returned without cost to the holder that tendered them promptly after the expiration or termination of the exchange offer.

Procedures for Tendering the Original Notes

When the holder of Original Notes tenders, and we accept such Original Notes for exchange pursuant to that tender, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of Original Notes who wishes to tender such notes for exchange must, on or prior to the Expiration Date:

In addition, either:

The term “agent’s message” means a message, transmitted to DTC, Euroclear or Clearstream, as appropriate, and received by the exchange agent and forming a part of a book-entry transfer, or “book-entry confirmation,” which states that DTC, Euroclear or Clearstream, as appropriate, has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

We will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent’s message, waives any right to receive any notice of the acceptance of such tender.

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Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the Original Notes surrendered for exchange are tendered:

An “eligible institution” is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States.

If Original Notes are registered in the name of a person other than the signer of the letter of transmittal, the Original Notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by, the registered holder with the holder’s signature guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of Original Notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

Notwithstanding the foregoing, we do not expect to treat any holder of Original Notes differently from other holders to the extent they present the same facts or circumstances.

Our interpretation of the terms and conditions of the exchange offer as to any particular Original Notes either before or after the Expiration Date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of us incur any liability for failure to give such notification.

If a person or persons other than the registered holder or holders of the Original Notes tendered for exchange signs the letter of transmittal, the tendered Original Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the Original Notes.

If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any Original Notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons’ authority to so act unless we waive this requirement.

By tendering, each holder will be deemed to represent to us: (i) that such holder acquiring Exchange Notes in the exchange offer is acquiring them in the ordinary course of its business; (ii) at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in

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the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the exchange offer in violation of the provisions of the Securities Act; (iii) it is not an “affiliate,” as defined under Rule 405 of the Securities Act, of us or any guarantor; and (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes.

If any holder or any other person receiving Exchange Notes from such holder is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes to be acquired in the exchange offer in violation of the provisions of the Securities Act, the holder or any other person:

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the Expiration Date, all Original Notes properly tendered and will issue Exchange Notes registered under the Securities Act in exchange for the tendered Original Notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered Original Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the registration rights agreement. See “—Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any Original Notes for exchange.

For each Original Note accepted for exchange, the holder will receive an Exchange Note registered under the Securities Act having a principal amount equal to that of the surrendered Original Note. Registered holders of Exchange Notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from April 18, 2024. Under the registration rights agreement, we may be required to make payments of additional interest to the holders of the Original Notes under circumstances relating to the timing of the exchange offer.

In all cases, we will issue Exchange Notes for Original Notes that are accepted for exchange only after the exchange agent timely receives:

If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered Original Notes, or if a holder submits Original Notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of Original Notes tendered by book-entry transfer into the exchange agent’s account with DTC, Euroclear or Clearstream, the nonexchanged notes will be credited to an account maintained with DTC, Euroclear or Clearstream. We will return the Original Notes or have them credited to DTC, Euroclear or Clearstream accounts, as appropriate, promptly after the expiration or termination of the exchange offer.

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Book-Entry Transfer

The participant should transmit its acceptance to DTC, Euroclear or Clearstream, as the case may be, on or prior to the Expiration Date or comply with the guaranteed delivery procedures described below. DTC, Euroclear or Clearstream, as the case may be, will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will include an agent’s message confirming that DTC, Euroclear or Clearstream, as the case may be, has received an express acknowledgement from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of Exchange Notes issued in the exchange offer may be effected through book-entry transfer at DTC, Euroclear or Clearstream, as the case may be. However, the letter of transmittal or an agent’s message, with any required signature guarantees and any other required documents, must:

DTC’s ATOP program is the only method of processing exchange offers through DTC. To accept an exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC’s communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent’s message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent’s message. To tender Original Notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal. Any instruction through ATOP is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

In order for an acceptance of an exchange offer through ATOP to be valid, an agent’s message must be transmitted to and received by the exchange agent prior to the Expiration Date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If a holder of Original Notes desires to tender such notes and the holder’s Original Notes are not immediately available, or time will not permit the holder’s Original Notes or other required documents to reach the exchange agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

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Withdrawal Rights

You may withdraw tenders of your Original Notes at any time prior to the Expiration Date.

For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under “—The Exchange Agent.” Any such notice of withdrawal must:

If certificates for Original Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If Original Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, Euroclear or Clearstream, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Original Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. In the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC, Euroclear or Clearstream, as applicable, the Original Notes will be credited to an account with DTC, Euroclear or Clearstream, as applicable, for the Original Notes. The Original Notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering the Original Notes” above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we are not required to accept the Original Notes in the exchange offer or to issue the Exchange Notes, and we may terminate or amend the exchange offer, if at any time before the Expiration Date (x) such acceptance or issuance would violate any applicable law or any interpretations of the staff of the SEC, (y) there is an action or proceeding instituted or threatened in any court or by any governmental agency that would reasonably be expected to impair our ability to proceed with the exchange offer or there is a material adverse development in any existing action or proceeding with respect to us, or (z) the governmental approvals necessary for the consummation of the exchange offer are not obtained.

The preceding conditions are for our sole benefit, and we may assert any of them regardless of the circumstances giving rise to such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise the foregoing rights shall not be deemed a waiver of such rights, and each right shall be deemed an ongoing right which we may assert at any time and from time to time.

The exchange offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered in the exchange offer.

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Absence of Appraisal and Dissenters’ Rights

Holders of the Original Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

The Exchange Agent

Ankura Trust Company, LLC has been appointed as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to our exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

By Registered Certified or Regular Mail:

Ankura Trust Company, LLC

Attention: Krista Gulalo

140 Sherman Street, Fourth Floor

Fairfield, CT 06824

By Overnight Courier or Hand Delivery:

Ankura Trust Company, LLC

Attention: Krista Gulalo

140 Sherman Street, Fourth Floor

Fairfield, CT 06824

The method of delivery of the Original Notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or Original Notes should be sent directly to us.

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses.

The cash expenses to be incurred in connection with the exchange offer will be paid by us.

Transfer Taxes

Holders who tender their Original Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, Exchange Notes issued in the exchange offer or substitute Original Notes not tendered or exchanged are to be delivered to, or are to be issued in the name of, any person other than the holder of the Original Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offer, then the holder must pay any applicable transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, transfer taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder.

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Consequences of Failure to Exchange Original Notes

Holders who desire to tender their Original Notes in exchange for Exchange Notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange.

Original Notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the applicable Indenture regarding the transfer and exchange of the Original Notes and the existing restrictions on transfer set forth in the legend on the Original Notes and in the final offering memorandum dated April 4, 2024, relating to the Original Notes. After completion of this exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those Original Notes except in limited circumstances with respect to specific types of holders of Original Notes and we do not intend to register the Original Notes under the Securities Act. In general, Original Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Upon completion of the exchange offer, holders of any remaining Original Notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. See “Risk Factors—Risks Relating to the Exchange Offer—You may have difficulty selling the Original Notes that you do not exchange.”

Exchanging Original Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the Exchange Notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by holders of such Exchange Notes, other than by any holder that is a broker-dealer who acquired Original Notes for its own account as a result of market-making or other trading activities or by any holder which is an “affiliate” of us within the meaning of Rule 405 under the Securities Act. We believe the Exchange Notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

However, the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in these other circumstances.

Each holder must furnish a written representation, at our request, that:

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Each holder who cannot make such representations:

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

In addition, to comply with state securities laws of certain jurisdictions, the Exchange Notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the Exchange Notes. We have not agreed to register or qualify the Exchange Notes for offer or sale under state securities laws.

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DESCRIPTION OF THE SECURED EXCHANGE NOTES

General

You can find the definitions of certain terms used in this “Description of the Secured Exchange Notes” under the subheading “—Certain Definitions.” In this “Description of the Secured Exchange Notes,” references to “we,” “us,” “our,” and the “Company” refer to The GEO Group, Inc. and not to any of its Subsidiaries, and references to the “Secured Notes” refer to the Secured Original Notes, the Secured Exchange Notes and any additional notes of the same series issued under the Secured Notes Indenture in accordance with the terms of the Secured Notes Indenture.

We will issue the Secured Exchange Notes under an indenture (the “Secured Notes Indenture”), dated as of April 18, 2024, among us, the Initial Guarantors and Ankura Trust Company, LLC, as trustee (the “Secured Notes Trustee”) and collateral agent (the “Secured Notes Collateral Agent”). This is the same indenture under which the Secured Original Notes were issued.

The terms of the Secured Notes include those stated in the Secured Notes Indenture and those made part of the Secured Notes Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The following description is a summary of the material provisions of the Secured Notes Indenture. It does not restate the Secured Notes Indenture in its entirety. We urge you to read the Secured Notes Indenture because it, and not this “Description of the Secured Exchange Notes,” defines your rights as a Holder of the Secured Notes. A copy of the Secured Notes Indenture has been filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 24, 2024 and is available from us upon request. See “Where You Can Find Additional Information.” Certain defined terms used in this “Description of the Secured Exchange Notes” but not defined below under “—Certain Definitions” have the meanings assigned to them in the Secured Notes Indenture.

The registered holder of a Secured Note (a “Holder”) will be treated as the owner of it for all purposes. Only registered Holders have rights under the Secured Notes Indenture.

The Secured Exchange Notes will be issued only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 above that amount. The Secured Exchange Notes initially will be represented by one or more global certificates registered in the name of a nominee of DTC as described under “Book-Entry, Delivery and Form.”

The Secured Notes Trustee, through its corporate trust office, will act as our exchange agent, paying agent and security registrar in respect of the Secured Exchange Notes. The current location of such corporate trust office is 140 Sherman Street, Fourth Floor, Fairfield, CT 06824. So long as the Secured Exchange Notes are issued in the form of global certificates, payments of principal, interest and premium, if any, will be made by us through the paying agent to DTC.

The Secured Exchange Notes Versus the Secured Original Notes

The Secured Exchange Notes will be substantially identical to the Secured Original Notes, except the Secured Exchange Notes will be registered under the Securities Act, and the transfer restrictions and registration rights, and related additional interest provisions, applicable to the Secured Original Notes will not apply to the Secured Exchange Notes.

The Secured Notes

The Secured Notes are:

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As of the date of the Secured Notes Indenture, all of our Subsidiaries (other than CSC of Tacoma, LLC, GEO International Holdings, LLC, Florina Insurance Company, GEO Design Services, Inc., GEO FIC Holdings, LLC, Four Streams Investment, LLC, certain dormant Domestic Subsidiaries and certain of our Foreign Subsidiaries in existence as of the date of the Secured Notes Indenture) will be Restricted Subsidiaries, and each of our Subsidiaries that has guaranteed our obligations under the Credit Agreement will guarantee the Secured Notes. However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate other Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Secured Notes Indenture and will not guarantee the Secured Notes.

Our Subsidiaries that will not be providing Secured Note Guarantees generated approximately 8.5% and 8.8% of our consolidated revenues and 7.2% and 7.6% of our consolidated EBITDA for the year ended December 31, 2023 and the three months ended March 31, 2024, respectively, and held approximately 8.0% and 8.0% of our consolidated assets as of December 31, 2023 and March 31, 2024, respectively. In addition, as of December 31, 2023 and March 31, 2024, our Subsidiaries that will not be providing Secured Note Guarantees had $135.9 million and $134.2 million of liabilities, including no indebtedness, respectively.

The Secured Note Guarantees

The Secured Notes are fully and unconditionally guaranteed by each of our Restricted Subsidiaries that has guaranteed our obligations under the Credit Agreement (collectively, the “Initial Guarantors”) and may be guaranteed by additional Subsidiaries of ours as described below under “Certain Covenants—Additional Secured Note Guarantees.”

Each Secured Note Guarantee of a Guarantor is:

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The obligations of each Guarantor under its Secured Note Guarantee will be limited as necessary to prevent that Secured Note Guarantee from constituting a fraudulent conveyance under applicable law. We cannot assure you that this limitation will protect the Secured Note Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Secured Note Guarantees would suffice, if necessary, to pay the Secured Notes in full when due. If a Secured Note Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Secured Note Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Exchange Notes—Federal and state law may render the Guarantees and/or payments made under the Guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.”

Not all of our Subsidiaries will guarantee the Secured Notes. The Company and the Initial Guarantors generated approximately 91.5% and 91.2% of our consolidated revenues and 92.8% and 92.4% of our consolidated EBITDA for the fiscal year ended December 31, 2023 and the three months ended March 31, 2024, respectively, and held approximately 92.0% and 92.0% of our consolidated assets as of December 31, 2023 and March 31, 2024, respectively.

The Secured Note Guarantee of a Guarantor may be released in certain circumstances. See “—Certain Covenants—Additional Secured Note Guarantees.”

Principal, Maturity and Interest

The Secured Notes will be unlimited in aggregate principal amount and will mature on April 15, 2029. We issued $650.0 million aggregate principal amount of Secured Original Notes under the Secured Notes Indenture on April 18, 2024. We may issue additional Secured Notes from time to time, without the consent of the Holders, subject to the covenant described below under the subheading “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The Secured Notes and any additional Secured Notes subsequently issued under the Secured Notes Indenture will be treated as a single class for all purposes under the Secured Notes Indenture, including, without limitation, redemptions of Secured Notes, offers to purchase Secured Notes and the percentage of Secured Notes required to consent to waivers of provisions of, and amendments to, the Secured Notes Indenture. We will issue Secured Notes only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Any Secured Original Notes that remain outstanding following the completion of this exchange offer, together with the Secured Exchange Notes issued in connection with this exchange offer, and any additional Secured Notes actually issued will be treated as a single class of securities under the Secured Notes Indenture.

Interest on the Secured Notes will accrue at the rate of 8.625% per annum and will be payable semi-annually in arrears on April 15 and October 15, commencing on October 15, 2024. We will make each interest payment to

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the Holders of record on the close of business on the immediately preceding April 1 and October 1. Interest on the Secured Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Secured Notes

If a Holder has given wire transfer instructions to us, we will pay all principal, interest and premium, if any, on that Holder’s Secured Notes in accordance with those instructions. All other payments on the Secured Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless we elect to make interest payments by check delivered to the Holders at their respective addresses set forth in the register of Holders.

Paying Agent and Registrar for the Secured Notes

The Secured Notes Trustee or its agent will initially act as paying agent and registrar for the Secured Notes. We may change the paying agent or registrar without prior notice to the Holders of the Secured Notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Security

Pursuant to the Secured Notes Indenture, the Security Documents and the First Lien Intercreditor Agreement, the Obligations of the Company and the Guarantors in respect of the Secured Notes are secured, on an equal and ratable basis with the Obligations of the Company and the Guarantors under the Credit Agreement and any other future First Lien Secured Obligations, by Liens on the Company’s and the Guarantors’ right, title and interest in (i) substantially all their respective personal property, now existing or hereafter acquired and wherever located, in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties, subject to certain “Excluded Property” (as such term is defined below and in the Secured Notes Indenture), and (ii) any “Material Real Property” (as such term is defined in the Credit Agreement). All such assets of the Company and the Guarantors (but in any event, excluding the Excluded Property) are referred to herein as the “Collateral.” “Collateral” as defined hereunder shall not include any property or assets that do not constitute collateral securing the Obligations of the Company and the Guarantors under the Credit Agreement. In addition, the Security Documents contain exceptions, limitations and materiality thresholds with respect to the requirements of the Company and Guarantors to take actions to perfect the Liens securing the obligations of the Company and the Guarantors in respect of the Secured Notes and the Secured Note Guarantees. As a result, such Liens may not attach to or be perfected in certain of the Collateral, which could adversely affect the rights of the Holders with respect to such Collateral.

Such Liens shall be (i) first-priority Liens on the Collateral, (ii) pari passu with the Liens on the Obligations of the Company and the Guarantors under the Credit Agreement and any other future First Lien Secured Obligations and (iii) subject to Permitted Liens.

“Excluded Property” means:

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but only if and for so long as (w) such property and assets do not secure any other First Lien Secured Obligations, (x) such Liens are in effect, (z) the agreements or instruments evidencing or governing such Indebtedness prohibit the Indebtedness under the Credit Agreement from being secured by such assets and (z) no part of the Indebtedness under the Credit Agreement and no letter of credit issued under the Credit Agreement was used to finance the acquisition, construction or improvement of such assets;

“Material Real Property” means, with certain exceptions, (i) any domestic real property interest, including improvements, owned or leased by the Company or any Guarantor that is to be secured by a mortgage or deed of trust such that, after giving effect to the mortgages or deeds of trust on such real property interests, the collateral securing the obligations of the Company and the Guarantors under the Credit Agreement includes at least 80% of the net book value of the domestic real property interests of the Company and the Guarantors or (ii) any domestic real property interest, including improvements, owned or leased by the Company or any Guarantor that has a net book value of $10.0 million or greater, whichever represents a greater proportion of the net book value of the all domestic real property interest of the Company and the Guarantors; provided, however, that no Excluded Real Property shall constitute Material Real Property for purposes of the Secured Notes Indenture and the Security Documents.

Mortgages on the Company’s and the Guarantors’ right, title and interest in any Material Real Property were not in place and/or perfected as of the Issue Date. The Company will take all appropriate steps to have such mortgages in place and perfected within 180 days of the Issue Date (or a later date approved by the Secured Notes Collateral Agent (provided such later date shall be deemed approved if the Credit Agreement Collateral Agent is also extending such time period under the Credit Agreement). See “Risk Factors—Risks related to the Secured Exchange Notes—Security over certain Collateral was not in place or was not perfected by the issue date of the Secured Original Notes, and we will not be required to perfect security interests in some instances.”

Use of Collateral

Subject to the terms of the Security Documents and the First Lien Intercreditor Agreement, the Company and the Guarantors have the right to remain in possession and retain control of the Collateral (other than certain

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possessory collateral required to be delivered to the Secured Notes Collateral Agent (or the Credit Agreement Collateral Agent as bailee for the Secured Notes Collateral Agent pursuant to the First Lien Intercreditor Agreement) pursuant to the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon.

Release of Liens on Collateral

The Secured Notes Indenture provides that, automatically and without the need for any further action by any Person, the Liens on the Collateral will be released or will no longer secure the Obligations of the Company and the Guarantors in respect of the Secured Notes:

Certain Limitations on the Collateral

There can be no assurance that the proceeds of any sale of Collateral following an acceleration of the Secured Notes as a result of an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due on the Secured Notes, the Indebtedness under the Credit Agreement, and any other Indebtedness secured by the Collateral. The Holders of the Secured Notes may not be able to unilaterally direct the Secured Notes Collateral Agent to take such actions (See “—First Lien Intercreditor Agreement”). Additionally, with respect to some of the Collateral, the Secured Notes Collateral Agent’s security interest and ability to foreclose will be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. For more information, see “Risk Factors—Risks related to the Secured Exchange Notes.”

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Further Assurances

The Secured Notes Indenture and the Security Documents provide that the Company and each of the Guarantors will do or cause to be done all acts and things that may be required, or that the Secured Notes Collateral Agent from time to time may reasonably request, to assure and confirm that the Secured Notes Collateral Agent holds, for the benefit of the Secured Notes Secured Parties, duly created and enforceable and perfected Liens (subject to Permitted Liens and the terms of the Secured Notes Indenture, the Security Documents and the First Lien Intercreditor Agreement) upon the Company’s and the Guarantors’ right, title and interest in the Collateral (including any property or assets of the Company or Guarantors that are acquired or otherwise become Collateral after the Secured Notes are issued), in each case, as contemplated by and in accordance with the Lien priority required under, the Secured Notes Indenture, the Security Documents and the First Lien Intercreditor Agreement.

Upon the reasonable request of the Secured Notes Collateral Agent at any time and from time to time, the Company and each of the Guarantors will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Secured Notes Collateral Agent may reasonably deem necessary, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case, as expressly required by the First Lien Intercreditor Agreement, the Secured Notes Indenture and the Security Documents.

Neither the Secured Notes Trustee nor the Secured Notes Collateral Agent shall be responsible for (A) perfecting, maintaining, monitoring, preserving or protecting the Liens granted under the Secured Notes Indenture, the Security Documents or any agreement or instrument contemplated hereby or thereby, (B) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, financing statement amendment, registration, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (C) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (A) through (C) above shall be the sole responsibility of the Company and the Guarantors, as applicable.

In addition, the Secured Notes Indenture requires, subject to the terms and conditions set forth therein, that the Company deliver, and cause each applicable Guarantor to deliver, no later than 180 days (or a later date approved by the Secured Notes Collateral Agent (provided such later date shall be deemed approved if the Credit Agreement Collateral Agent is also extending such time period under the Credit Agreement)) after the Issue Date, to the Secured Notes Collateral Agent one or more mortgages or deeds of trust (or equivalent instruments) (collectively, the “Mortgages”) and certain other documents with respect to any existing or future owned Material Real Property of the Company or such Guarantor, in form and substance reasonably satisfactory to the Secured Notes Collateral Agent (provided that such Mortgages and related documents shall be deemed satisfactory if such documents are substantially similar to the comparable document provided under the Credit Agreement which are otherwise satisfactory to the Credit Agreement Collateral Agent, subject to factual changes necessary to reflect the Secured Notes) and executed (and where appropriate, acknowledged) by the Company or such Guarantor, as the case may be and to pay (i) all expenses and premiums of the title companies in connection with the issuance of one or more American Land Title Association mortgagee policies of title insurance and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the fixture filings in the appropriate county land office(s).

To the extent the Company or any Guarantor is required to deliver, or grant control of, Collateral to the Secured Notes Collateral Agent for purposes of possession and/or control, such obligation with respect to such delivery shall be deemed satisfied by the delivery to the Credit Agreement Collateral Agent or the Applicable Collateral Agent, acting as a gratuitous bailee of the Secured Notes Collateral Agent, and delivery of Collateral to, or the granting of control over Collateral to, the Credit Agreement Collateral Agent or the Applicable Collateral Agent shall be deemed to include delivery of Collateral to, or the granting of control over Collateral to, the Secured Notes Collateral Agent.

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Secured Notes Collateral Agent

Ankura Trust Company, LLC has been appointed pursuant to the Secured Notes Indenture to serve as the Secured Notes Collateral Agent for the benefit of itself, the Holders and the Secured Notes Trustee (collectively, the “Secured Notes Secured Parties”).

By accepting a Secured Note, each Holder thereof is deemed to have:

To secure payment of the Obligations under the Secured Notes, the Secured Notes Indenture and the Security Documents, liens will be granted by the Company and the Guarantors in favor of the Secured Notes Collateral Agent for the benefit of all Secured Notes Secured Parties, in the right, title and interest of the Company and the Guarantors in the Collateral, in accordance with the Secured Notes Indenture, the Security Documents and the First Lien Intercreditor Agreement.

The Secured Notes Collateral Agent will hold (directly or through co-collateral agents), and will be entitled to enforce, subject to the terms of the Secured Notes Indenture, the Security Documents and the First Lien Intercreditor Agreement, all Liens on the Company’s and the Guarantors’ right, title and interest in the Collateral created by the Security Documents.

The Secured Notes Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Obligations under the Secured Notes, the Secured Notes Indenture and the Security Agreements) unless and until it shall have been directed in writing by an Act of Required Holders to the extent required by the Secured Notes Indenture and subject to the terms of the First Lien Intercreditor Agreement.

Notwithstanding anything to the contrary herein, however, the Secured Notes Collateral Agent will require an Act of Required Holders and/or delivery of instructions and any documentation to act under the Secured Notes Indenture only to the extent that an Act of Required Holders and/or delivery of instructions and any documentation are required in connection with an act of such type pursuant to the terms of the Secured Notes Indenture.

If the Secured Notes Collateral Agent adopts policies or makes any public statement that it no longer intends to support (or to reduce its support of) the businesses of its clients operating in the same or similar industries as GEO, GEO may, to the extent permitted by applicable law, by notice in writing to such Person remove any Person serving as Secured Notes Collateral Agent, in which case, GEO, without the consent of the Holders, may appoint a successor.

Collateral Shared Equally and Ratably

Subject to the applicable provisions in the First Lien Intercreditor Agreement, the payment and satisfaction of all of the Obligations of the Company and the Guarantors in respect of the Secured Notes shall be secured equally and ratably by the Liens on the Company’s and the Guarantors’ right, title and interest in the Collateral established in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties

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pursuant to the Secured Notes Indenture, the Security Documents, and the First Lien Intercreditor Agreement, and all such Liens will be enforceable by the Secured Notes Collateral Agent for its benefit, the benefit of the Secured Notes Trustee and for the benefit of, on an equal and ratable basis, all the other Secured Notes Secured Parties.

Relative Rights

Nothing in the Secured Notes Indenture or the Security Documents will:

First Lien Intercreditor Agreement

Ankura Trust Company, LLC, as the Secured Notes Trustee and the Secured Notes Collateral Agent, is a party to a first-lien pari passu intercreditor agreement, dated as of April 18, 2024 (the “First Lien Intercreditor Agreement”), with Citizens Bank, N.A., as the administrative agent (in such capacity, the “Credit Agreement Administrative Agent”) and collateral agent (in such capacity, the “Credit Agreement Collateral Agent”) under the Credit Agreement, with respect to the Shared Collateral, which may be amended from time to time without the consent of the Holders to add other parties holding or representing the holders of First Priority Secured Obligations.

Holders will be deemed to have agreed to, and accepted, the terms of the First Lien Intercreditor Agreement by their acceptance of the Secured Notes, and authorized and directed the Secured Notes Trustee and the Secured Notes Collateral Agent to enter into and perform their obligations under the First Lien Intercreditor Agreement.

The First Lien Intercreditor Agreement sets forth the relative rights and obligations of the holders of First Lien Secured Obligations with respect to Shared Collateral. Upon the execution and delivery of the First Lien Intercreditor Agreement by the Secured Notes Trustee and the Secured Notes Collateral Agents, the First Lien Intercreditor Agreement is binding on the Holders with respect to the matters described below to the same extent that such provisions apply to the Secured Notes Trustee or the Secured Notes Collateral Agents.

The Obligations under (i) the Credit Agreement, (ii) the Secured Notes, the Secured Notes Indenture, the Secured Note Guarantees and the Security Agreements, and (iii) any future First Lien Secured Obligations are each referred to as a “series” of First Lien Secured Obligations in this summary.

This summary of the First Lien Intercreditor Agreement also uses the following terms:

“Applicable Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative.

“Applicable Collateral Agent” means, (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and

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(y) the Non-Controlling Authorized Representative Enforcement Date, the Collateral Agent(s) for the series of additional First Lien Obligations represented by the Major Non-Controlling Authorized Representative at such time.

“Authorized Representative” means at any time, (i) in the case of any Obligations under the Credit Agreement or the Credit Agreement Secured Parties, the Credit Agreement Administrative Agent, (ii) in the case of the Obligations under the Secured Notes, the Secured Notes Indenture, the Secured Note Guarantees and the Security Documents or the Secured Notes Secured Parties, the Secured Notes Trustee and (iii) in the case of any other series of Obligations or secured party under such Obligations that become subject to the First Lien Intercreditor Agreement after the Issue Date, the Designated Representative for such series named as authorized representative for such series in the applicable joinder agreement.

“Collateral Agent” means (i) in the case of the Obligations under the Credit Agreement or the Credit Agreement Secured Parties, the Credit Agreement Collateral Agent, (ii) in the case of the Obligations under the Secured Notes, the Secured Notes Indenture, the Secured Note Guarantees and the Security Documents or the Secured Notes Secured Parties, the Secured Note Collateral Agent and (iii) in the case of any other series of Obligations or secured party under such Obligations that become subject to the First Lien Intercreditor Agreement after the Issue Date, the “collateral agent” named for such series in the applicable joinder agreement to the First Lien Intercreditor Agreement.

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the discharge of the Obligations under the Credit Agreement with respect to such Shared Collateral and the termination of all commitments with respect thereto; provided that the discharge of Obligations under the Credit Agreement shall not be deemed to have occurred in connection with a refinancing of such Obligations under the Credit Agreement with additional First Lien Secured Obligations secured by such Shared Collateral to the extent designated in writing by the administrative agent (under the Credit Agreement as so refinanced) as the Credit Agreement for purposes of the First Lien Intercreditor Agreement.

“Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized Representative of the series of Obligations that constitutes the largest outstanding principal amount of any then outstanding series of First Lien Secured Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding series of First Lien Secured Obligations which have an equal outstanding principal amount, the series of Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Authorized Representative (other than the Applicable Authorized Representative), the date which is 180 days (throughout which 180-day period such Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an event of default and (ii) each Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Authorized Representative certifying that (x) such Authorized Representative is the Major Non-Controlling Authorized Representative and that an event of default has occurred and is continuing and (y) the First Lien Secured Obligations of the series with respect to which such Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise); provided that, such event of default shall be continuing at the end of such 180-day period; provided, further that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Credit Agreement Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Company or any Guarantor which has granted a security interest in such Shared Collateral, as the case may be, is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding. To the extent the Secured Notes Trustee is the Authorized Representative, it shall, in all cases, be entitled to written instruction from the required Holders prior to delivering any such certification.

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“Shared Collateral” means, at any time, Collateral in which the holders of two or more series of First Lien Secured Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time.

Under the First Lien Intercreditor Agreement, as described below, the Applicable Collateral Agent has the right to take certain other actions with respect to the Shared Collateral, and the Secured Notes Collateral Agent, the Secured Notes Trustee and the Holders will have no right to direct the Applicable Collateral Agent to take actions with respect to the Shared Collateral.

Pursuant to the First Lien Intercreditor Agreement:

(i) only the Applicable Collateral Agent shall act or refrain from acting with respect to any Shared Collateral, and the rights of the other secured parties and collateral agents under the First Lien Secured Obligations to instruct the Applicable Collateral Agent to take certain actions shall be limited as set forth in the First Lien Intercreditor Agreement;

(ii) at any time when the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Applicable Collateral Agent shall act only on the instructions of the Applicable Authorized Representative; provided that if such Applicable Authorized Representative is the Secured Notes Trustee, the Secured Notes Trustee shall be instructed to so act by the required Holders under the Secured Notes Indenture; and

(iii) the Applicable Collateral Agent shall not be under any fiduciary or other duty owed to any other secured party or collateral agent under the First Lien Secured Obligations.

Notwithstanding the equal priority of the Liens securing each series of First Lien Secured Obligations, the Applicable Collateral Agent may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior Lien on such Collateral. No other secured party or collateral agent under the First Lien Secured Obligations will contest, protest or object (or support any other Person in contesting, protesting or objecting) to any foreclosure proceeding or action brought by the Applicable Collateral Agent or the Applicable Authorized Representative or any other exercise by the Applicable Collateral Agent or the Applicable Authorized Representative of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Collateral Agent to do so.

Pursuant to the First Lien Intercreditor Agreement, each secured party under the First Lien Secured Obligations has agreed, or will agree, as applicable, that (i) it will not challenge or question in any proceeding the validity or enforceability of any First Lien Secured Obligations of any series or any security document or the validity, attachment, perfection or priority of any Lien under any security document or the validity or enforceability of the priorities, rights or duties established by or other provisions of the First Lien Intercreditor Agreement, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral Agent, (iii) except as provided in the First Lien Intercreditor Agreement, it shall have no right to (A) direct the Applicable Collateral Agent or any other secured party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Collateral Agent or any other secured party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent or any other secured party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Applicable Collateral Agent, any Applicable Authorized Representative or any other secured party shall be liable for any action taken or omitted to be taken by the Applicable Collateral Agent, such Applicable Authorized Representative or other secured party with respect to any Shared Collateral in accordance with the provisions of the First Lien Intercreditor Agreement, (v) other than in the case of the Applicable Collateral Agent, it will not

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seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the First Lien Intercreditor Agreement; provided that nothing in the First Lien Intercreditor Agreement shall be construed to prevent or impair the rights of the Applicable Collateral Agent or any other secured party to enforce the First Lien Intercreditor Agreement.

Distribution of Enforcement Proceeds

If an event of default has occurred and is continuing, and the Applicable Collateral Agent or any secured party under the First Lien Secured Obligations is taking action to enforce rights or remedies in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any bankruptcy case or insolvency or liquidation proceeding of the Company or any Guarantor or any such secured party receives any payment pursuant to any intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any such secured party on account of such enforcement of rights or remedies or received by the Applicable Collateral Agent or any such secured party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the paragraph immediately following) to which the First Lien Secured Obligations are entitled under any intercreditor agreement (other than the First Lien Intercreditor Agreement) shall be applied (i) FIRST, to the payment of all amounts owing to each administrative agent, collateral agent and trustee (in their respective capacities as such) on a ratable basis, if necessary, pursuant to the terms of any secured credit document, (ii) SECOND, subject to terms of the First Lien Intercreditor Agreement, to the payment in full of the First Lien Secured Obligations of each series on a ratable basis, with such proceeds to be applied to the First Lien Secured Obligations of a given series in accordance with the terms of the applicable secured credit documents until the discharge of each series of outstanding First Lien Secured Obligations, and (iii) THIRD, after payment of all First Lien Secured Obligations in full, to the Company and the Guarantors or their successors or assigns, as their interests may appear, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

Turnover

If, despite the provisions of the First Lien Intercreditor Agreement, any secured party under the First Lien Secured Obligations shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Secured Obligations to which it is then entitled in accordance with the immediately preceding paragraph, such secured party shall hold such payment or recovery in trust for the benefit of all secured parties for distribution in accordance with the immediately preceding paragraph.

Automatic Release of Liens

If at any time the Applicable Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any insolvency or liquidation proceeding is pending at the time) the Liens in favor of each other collateral agent for the benefit of each series of secured parties upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens of the Applicable Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied as described under “—Distribution of Enforcement Proceeds” above. In acting under the Secured Notes Indenture, the Secured Notes Trustee and the Secured Notes Collateral Agent shall receive an Opinion of Counsel and Officers’ Certificate from the Company if the Secured Notes Trustee or the Secured Notes Collateral Agent is requested to execute such release.

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Transfer and Exchange

A Holder may transfer or exchange Secured Notes in accordance with the Secured Notes Indenture, subject to compliance with applicable securities laws. The registrar and the Secured Notes Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Secured Notes. Holders will be required to pay all taxes due on transfer. We are not required to transfer or exchange any Secured Note selected for redemption. Also, we are not required to transfer or exchange any Secured Note for a period of 15 days before a selection of Secured Notes to be redeemed.

Ranking

The Secured Notes and the Secured Note Guarantees are our and the Guarantors’ respective senior, secured obligations, and the indebtedness evidenced by the Secured Notes and the Secured Note Guarantees rank equal in right of payment to all of our and the Guarantors’ other existing and future senior obligations, including the indebtedness under the Credit Agreement and the guarantees thereof; effectively senior in right of payment to all of our and the Guarantors’ existing and future unsecured indebtedness, including the Unsecured Notes, the 2026 Exchangeable Senior Notes and, in each case, the guarantees thereof, to the extent of the value of the Collateral; senior in right of payment to any of our and the Guarantors’ future subordinated indebtedness; effectively junior in right of payment to any of our and the Guarantors’ future secured indebtedness that is secured by a Lien on any assets not constituting Collateral, to the extent of the value of such assets; and structurally subordinated to all existing and future indebtedness and other liabilities of our Subsidiaries that do not guarantee the Secured Notes and joint ventures, including trade payables.

As of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we and the Initial Guarantors would have had total consolidated indebtedness of approximately $1,772.0 million (excluding $74.2 million of existing letters of credit, but including capital lease obligations of $1.1 million and other debt of $39.4 million), primarily consisting of $450.0 million of secured indebtedness under the Credit Agreement, $6.5 million of the 2026 Exchangeable Senior Notes, $650.0 million of the Secured Notes and $625.0 million of the Unsecured Notes.

Also as of March 31, 2024, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $310.0 million under the revolver portion of the Credit Agreement, after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the Credit Agreement with respect to the incurrence of additional indebtedness. In addition, as of March 31, 2024, our Subsidiaries that are not providing Secured Note Guarantees had $134.2 million of liabilities, including no Indebtedness.

Optional Redemption

At any time on or prior to April 15, 2026, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of outstanding Secured Notes issued under the Secured Notes Indenture (including any additional Secured Notes) at a redemption price of 108.625% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the net cash proceeds of one or more Equity Offerings; provided, that: (1) at least 65% of the aggregate principal amount of Secured Notes issued under the Secured Notes Indenture (including any additional Secured Notes) remains outstanding immediately after the occurrence of such redemption (excluding Secured Notes held by us and our Subsidiaries); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

During any twelve-month period prior to April 15, 2026, we may on any one or more occasions redeem up to 10% of the aggregate principal amount of outstanding Secured Notes issued under the Secured Notes Indenture (including any additional Secured Notes) at a redemption price of 103.000% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date.

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At any time prior to April 15, 2026, we may, at our option, redeem all or a part of the Secured Notes upon not less than 10 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to (but not including) the date of redemption.

On or after April 15, 2026, we may, at our option, redeem all or a part of the Secured Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the applicable redemption date, if redeemed during the 12-month period beginning on April 15 of the years indicated below:

For a description of the procedures applicable to a redemption of all or part of the Secured Notes pursuant to the provisions of the Secured Notes Indenture described in this section, see “—Selection and Notice.”

Mandatory Redemption

We are not required to make mandatory redemption or sinking fund payments with respect to the Secured Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Secured Notes will have the right to require us to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Secured Notes pursuant to an offer to purchase (a “Change of Control Offer”) on the terms set forth in the Secured Notes Indenture; provided that any unpurchased portion of a Secured Note must be in a minimum denomination of $2,000. In the Change of Control Offer, we will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Secured Notes repurchased, plus accrued and unpaid interest, if any, on the Secured Notes repurchased, to (but not including) the date of purchase (subject to the right of Holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes have not been redeemed or repurchased prior to such date). Within 30 days following any Change of Control, we will deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Secured Notes, on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Secured Notes Indenture and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Secured Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Secured Notes Indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the Secured Notes Indenture by virtue of such compliance.

On the Change of Control Payment Date, we will, to the extent lawful:

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The paying agent will promptly deliver to each Holder of Secured Notes properly tendered the Change of Control Payment for such Secured Notes, and the Secured Notes Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Secured Note equal in principal amount to any unpurchased portion of the Secured Notes surrendered, if any; provided that each new Secured Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Secured Notes Indenture are applicable. Except as described above with respect to a Change of Control, the Secured Notes Indenture does not contain provisions that permit the Holders of the Secured Notes to require that we repurchase or redeem the Secured Notes in the event of a takeover, recapitalization or similar transaction.

We will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Secured Notes Indenture applicable to a Change of Control Offer made by us and purchases all Secured Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Secured Notes Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Secured Notes to require us to repurchase the Secured Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person or group may be uncertain.

The Credit Agreement and the Unsecured Notes Indenture contain, and other indebtedness of the Company may contain, prohibitions on the occurrence of events that would constitute a Change of Control or require that indebtedness be repurchased upon a Change of Control. A Change of Control will constitute an event of default under the Credit Agreement and, unless the Company were able to obtain a waiver from the lenders under the Credit Agreement, the terms of the Credit Agreement would prohibit our purchase of the Secured Notes in the event we are required to make a Change of Control Offer. There can be no assurance that the Company would be able to obtain a waiver from the lenders under the Credit Agreement to purchase the Secured Notes in connection with a Change of Control. In addition, if a Change of Control Offer occurs, there can be no assurance that we will have available funds sufficient to make the Change of Control Payment for all of the Secured Notes that might be delivered by Holders seeking to accept the Change of Control Offer, or to make any other payment that may be required of us in respect of our other indebtedness, including the Unsecured Notes. In the event we are required to purchase outstanding Secured Notes pursuant to a Change of Control Offer, we expect that we would seek

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third-party financing to the extent we do not have available funds to meet our purchase obligations and any other obligations in respect of our other indebtedness, including the Unsecured Notes. However, there can be no assurance that we would be able to obtain the necessary financing. See “Risk Factors—Risks Related to the Notes and the Offering—We may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so.”

Asset Sales

We will not, and we will not permit any of our Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

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Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may engage in Asset Swaps; provided that,

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option:

(b) to the extent such Net Proceeds are from an Asset Sale that does not constitute Collateral, (x) to permanently repay any Indebtedness secured by a Lien on such asset or (y) to permanently reduce Indebtedness that is pari passu in right of payment with the Secured Notes; provided; that the Company (i) equally and ratably reduce (or offer to reduce pursuant to an Asset Sale Offer) Obligations under the Secured Notes (A) as provided under “—Optional Redemption” or (B) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Secured Notes to purchase their Secured Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of such Secured Notes that would otherwise be redeemed or purchased under clause (i);

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provided, however, that with respect to any assets that are acquired with such Net Proceeds, the Company or the applicable Restricted Subsidiary, as the case may be, promptly grants to the Secured Notes Collateral Agent, for the benefit of the Secured Notes Secured Parties, a security interest (which shall have the same priority as the security interest that the Holders of the Secured Notes had in the assets disposed of which constituted Collateral) on any such assets on the terms set forth in the Secured Notes Indenture and the Security Documents, except to the extent such assets would constitute Excluded Property or are real property interests, including improvements, that are not Material Real Property.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Secured Notes Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph, or that the Company determines will not be applied or invested as provided in the preceding paragraph, will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will make an offer to all Holders of Secured Notes and, at the Company’s option, all holders of other secured Indebtedness that is pari passu in right of payment and lien priority with the Secured Notes containing provisions similar to those set forth in the Secured Notes Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of Secured Notes and such other pari passu secured Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to (but not including) the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Secured Notes Indenture. If the aggregate principal amount of Secured Notes and other pari passu secured Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Secured Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Secured Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Secured Notes Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Secured Notes Indenture by virtue of such compliance.

The agreements governing the Company’s other Indebtedness contain prohibitions of certain events, including certain types of Asset Sales. The terms of the Credit Agreement may prohibit our purchase of the Secured Notes in the event we were required to make an Asset Sale Offer. In addition, the exercise by the holders of Secured Notes of their right to require the Company to repurchase the Secured Notes in connection with an Asset Sale Offer could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on the Company. Finally, the Company’s ability to pay cash to the Holders of Secured Notes upon a repurchase may be limited by the Company’s then-existing financial resources.

Selection and Notice

If less than all of the Secured Notes are to be redeemed at any time, the Secured Notes Trustee will select Secured Notes for redemption as follows:

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No Secured Notes of $2,000 or less can be redeemed in part. Notices of redemption will be delivered at least 10 but not more than 60 days before the redemption date to each Holder of Secured Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Secured Notes or a satisfaction and discharge of the Secured Notes Indenture. As long as the Secured Notes are issued in global form, notices to be given to Holders will be given to DTC, in accordance with its applicable policies as in effect from time to time.

Notice of any redemption of Secured Notes (including upon an Equity Offering, financing transaction, or in connection with a transaction (or series of related transactions)) may, at our discretion, be given prior to the completion or the occurrence thereof and any such redemption or notice may, at our discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related transaction or event, as the case may be. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in our discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in our discretion if in our good faith judgment any or all of such conditions will not be satisfied. In addition, we may provide in such notice that payment of the redemption price and performance of our obligations with respect to such redemption may be performed by another person.

If any Secured Note is to be redeemed in part only, the notice of redemption that relates to that Secured Note will state the portion of the principal amount of that Secured Note that is to be redeemed. A new Secured Note in principal amount equal to the unredeemed portion of the original Secured Note will be issued (or caused to be transferred by book entry) in the name of the Holder of Secured Notes upon cancellation of the original Secured Note. Secured Notes called for redemption become due on the date fixed for redemption. Unless the Company defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on Secured Notes or portions of Secured Notes called for redemption.

Certain Covenants

Changes in Covenants When Secured Notes Rated Investment Grade

If on any date following the date of the Secured Notes Indenture:

then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this “Description of the Secured Notes” will be suspended:

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During any period that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant under the caption “—Designation of Restricted and Unrestricted Subsidiaries” unless such designation would have been permitted if a Suspension Period had not been in effect at such time.

Notwithstanding the foregoing, if the rating assigned by such rating agency should subsequently decline and the Secured Notes are not rated Baa3 or better by Moody’s and BBB- or better by S&P (or if either such agency ceases to rate the Secured Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will be reinstated as of and from the date of such rating decline. Calculations under the reinstated “Restricted Payments” covenant will be made as if the “Restricted Payments” covenant had been in effect since the date of the Secured Notes Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any Suspension Period. There can be no assurance that the Secured Notes will ever achieve an investment grade rating or that any such rating will be maintained. The Secured Notes Trustee shall have no obligation to independently determine or verify if covenants are suspended or reinstated, monitor the ratings of the Secured Notes or notify the Holders of any suspension or reinstatement of such covenants.

Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

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unless, at the time of and after giving effect to such Restricted Payment:

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So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit: