The GEO Group, Inc. Announces Pricing of Offering of $200 Million of Exchangeable Senior Notes Due 2026 by Its Subsidiary, GEO Corrections Holdings, Inc.

The GEO Group, Inc. (NYSE: GEO) (“GEO” or the “Company”) announced today the pricing of the offering by its wholly-owned subsidiary, GEO Corrections Holdings, Inc. (“GEOCH”) of $200,000,000 aggregate principal amount of 6.50% exchangeable senior unsecured notes due 2026 (the “notes”) in a private offering under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be guaranteed by GEO and GEO’s subsidiaries that are guarantors under GEO’s senior credit facility and outstanding senior notes. GEOCH also granted to the initial purchasers of the notes an option to purchase up to an additional $30,000,000 aggregate principal amount of the notes within a 13 day period beginning on, and including, the initial closing date. The offering of the notes is expected to close on February 24, 2021, subject to customary closing conditions, and is expected to result in net proceeds of approximately $192.0 million (or approximately $221.1 million if the initial purchasers exercise in full their over-allotment option), after deducting the initial purchasers’ discount and estimated offering expenses payable by GEO or GEOCH.

The notes will mature on February 23, 2026, unless earlier repurchased or exchanged. GEOCH will pay to the noteholders cash interest at an annual rate of 6.50% plus an additional amount based on the dividends paid by the Company on its common stock, $0.01 par value per share (the “Company’s common stock”). Interest will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.

Subject to certain restrictions on share ownership and transfer, holders may exchange the 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 notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the exchange rate for the 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 notes, holders may exchange their notes at any time, regardless of the foregoing circumstances. Upon exchange of a note, GEO will pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock.