UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Section 1 | Registrant’s Business and Operations |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 30, 2024, The GEO Group, Inc. (“GEO” or the “Company”) entered into private exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of GEO Corrections Holdings, Inc.’s 6.50% Exchangeable Senior Notes due 2026 (the “6.50% Exchangeable Senior Notes”). The Noteholders have agreed to exchange $300,000 in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for a current estimated valuation of $0.5 million. The consideration consists of cash and shares of GEO’s common stock, issued at closing. The final exchange value and number of shares of common stock issued by GEO to the Noteholders was determined based upon a volume-weighted average price per share of common stock during an averaging period commencing September 3, 2024 and lasting one trading day.
The Company’s shares of common stock issued in connection with the exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering.
The 6.50% Exchangeable Senior Notes exchanged represent approximately 50% of the outstanding principal amount, with $300,000 in aggregate principal amount remaining outstanding following the exchange.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Section 3 | Securities and Trading Markets |
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Exchange Agreement, dated as of August 30, 2024, by and between The GEO Group, Inc. and the applicable Noteholder. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GEO GROUP, INC. | ||||||
| September 6, 2024 | By: | /s/ Mark J. Suchinski | ||||
| Date | Mark J. Suchinski | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
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