UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Section 1 | Registrant’s Business and Operations |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 14, 2023, The GEO Group, Inc. (“GEO” or the “Company”) entered into and closed on that certain Refinancing Revolving Credit Commitments Amendment (the “Amendment”) by and among each of GEO and GEO Corrections Holdings, Inc., as the Borrowers, the other loan parties named therein, the lender parties thereto and Alter Domus Products Corp., as administrative agent, to its Credit Agreement dated as of August 19, 2022 (the “Credit Agreement”). The Amendment refinances all of GEO’s outstanding revolving credit facility commitments under the Credit Agreement and under GEO’s Third Amended and Restated Credit Agreement, dated as of March 23, 2017, as subsequently amended (the “Prior Credit Agreement”).
The Amendment provides for approximately $265 million in refinancing revolving credit commitments maturing on March 23, 2027, constituting all of GEO’s revolving credit commitments from and after the date of the Amendment. Prior to the Amendment, the portion of GEO’s revolving credit commitments established under its Prior Credit Agreement matured on May 17, 2024. In connection with the Amendment, the Prior Credit Agreement was terminated.
The Amendment increases by 50 basis points the applicable rate with respect to revolving credit loans under the Credit Agreement. For example, as a result of the Amendment, interest accruing at a Secured Overnight Financing Rate (“SOFR”) based rate on outstanding revolving credit loans will accrue at the term SOFR reference rate for the applicable interest period plus between 2.75% and 3.75% based on the Company’s total leverage ratio. As of December 14, 2023, revolving credit loans would accrue interest at the SOFR reference rate for the applicable interest period plus 3.00% per annum.
All other terms governing the refinancing revolving credit commitments remain substantially consistent with the terms of the Credit Agreement. As of December 14, 2023, GEO had no outstanding borrowings under its revolving credit facility, as amended.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information contained in Item 1.01 above is incorporated herein by reference.
| Section 2 | Financial Information |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 above is incorporated herein by reference.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Refinancing Revolving Credit Commitments Amendment, dated as of December 14, 2023, among The GEO Group, Inc. and GEO Corrections Holdings, Inc., as borrowers, the other loan parties thereto, the lender parties thereto and Alter Domus Products Corp., as administrative agent. | |
| 99.1 | Press release, dated December 14, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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. | ||||||
| December 20, 2023 | By: | /s/ Brian R. Evans | ||||
| Date | Brian R. Evans | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
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