The GEO Group, Inc. (the ?Company?) announced that it has priced a private offering of $1.275 billion aggregate principal amount of senior notes, comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 (the ?Secured Notes?) and $625.0 million aggregate principal amount of 10.25% senior unsecured notes due 2031 (the ?Unsecured Notes? and together with the Secured Notes, the ?Notes?), exempt from registration requirements of the Securities Act of 1933, as amended (the ?Securities Act?). The Notes will be guaranteed by the company?s domestic subsidiaries that are guarantors under a new senior secured credit facility and outstanding senior notes.

The offering of the Notes is expected to close on April 18, 2024, subject to customary closing conditions. The company also announced that it has priced a new $450.0 million Term Loan B (the ?Term Loan?), bearing interest at SOFR plus 5.25%, under a new senior secured credit facility, which is expected to close on April 18, 2024. The offering of the Notes and the new Term Loan are expected to result in net proceeds of approximately $1.67 billion, after deducting the initial purchasers?

discount and estimated expenses payable by GEO. The net proceeds of the offering of the Notes, borrowings under the new Term Loan, and cash on hand will be used to refinance approximately $1.5 billion of existing indebtedness, including to fund the refinance, repurchase, redemption or other discharge of the Company?s existing Tranche 1 Term Loan and Tranche 2 Term Loan under its existing senior credit facility, the 9.50% senior second lien secured notes, the 10.50% senior second lien secured notes, and the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses. The company also intends to retire or settle a portion of the 6.50% exchangeable senior notes due 2026 issued by GEO Corrections Holdings, Inc., using shares of GEO common stock and cash.

The company expects to fund the cash portion for the retirement or settlement, which is expected to total up to $180.0 million, with a portion of the net proceeds from the offering of the Notes or, if necessary, cash on hand. The Notes were offered and will be sold in the United States only to persons reasonably believed to be ?qualified institutional buyers? pursuant to Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons pursuant to Regulation S under the Securities Act.