GEO GROUP INC: Entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, material change in the rights of securityholders, other events, financial statements and exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.[***]

On August 19, 2022 (the “Transaction Date”), The GEO Group, Inc. (the “Company”) has entered into a comprehensive series of transactions to meet its short-term debt maturities (the “Transactions”) and has entered into a series of agreements to evidence the Transactions:[***]

Amendment No. 4 and Amendment No. 5 to the existing credit agreement[***]

In connection with the Transactions, (i) the Company and GEO Corrections Holdings, Inc. (“Corrections”), as borrowers (the “Borrowers”), certain lenders (the “Consenting Lenders”) and BNP Paribasas existing administrative agent (the “Existing Administrative Agent”) under the Company’s existing senior secured credit agreement (the “Existing Credit Agreement”), has entered into Amendment No. 4 to the Third Amended and Restated Credit Agreement, dated
August 19, 2022 (“Addendum No. 4”), and (ii) the Borrowers, certain subsidiaries of the Borrowers (the “Credit Facility Guarantors”), the Consenting Lenders, the Existing Administrative Agent, Alter Domus Products Corp.as a new administrative agent for the lenders under the amended existing credit agreement (in such capacity, the “Amended Credit Agreement Administrative Agent”), and Alter Domus Products Corp.as the Lenders’ administrative agent under the Swap Credit Agreement (as defined below) (in such capacity, the “Swap Credit Agreement Administrative Agent”), has entered into Amendment No. 5 to the Third Amended and Restated Credit Agreement, dated
August 19, 2022 (“Amendment #5” and the Existing Credit Agreement as amended by Amendment #4 and Amendment #5, the “Amended Credit Agreement”).[***]

Pursuant to Amendment No. 4, the Borrowers and Consenting Lenders have amended the Existing Credit Agreement to permit the completion of the Exchange Offers and Consent Solicitations described below. Pursuant to Amendment No. 5, (i) the Existing Administrative Agent has been replaced as administrative agent under the Amended Credit Agreement by the Administrative Agent of the Amended Credit Agreement, (ii) the Borrowers and the Consenting Lenders have agreed to amend the Existing Credit Agreement as defined therein, (iii) the Company has agreed to purchase the revolving credit commitments of certain consenting lenders under the Existing Credit Agreement and to exchange such revolving credit commitments for revolving credit commitments under the swap credit agreement, (iv) certain willing lenders holding such revolving credits have agreed to exchange their revolving credits and related obligations for Cash, Tranche 2 Term Loans under the Interchange Credit Agreement (“Tranche 2 Loans”) and Tranche 3 Term Loans under the Credit Agreement of exchange (“Tranche 3 Loans”), (v) certain Consenting Lenders holding such revolving credit commitments have agreed to assign their revolving credit loans and related obligations to certain other consenting lenders (who have subsequently agreed to exchange such allocated revolving credit loans and related obligations for tranche 1 term loans under the credit swap agreement (“tranche 1 loans”) and to exchange the balance of such revolving credit loans and related cash bond loans, Tranche 2 loans and/or Tranche 3 loans, (vi) the Company has agreed to purchase the term loans from certain Consenting Lenders pursuant to the Existing Credit and to exchange such Term Loans with Tranche 1 Loans or a combination of Tranche 1 Loans and cash, and (vii) all letters of credit outstanding under the Existing Credit Agreement have been deemed issued and outstanding under the swap credit agreement and are no longer outstanding under the existing credit agreement.[***]

After giving effect to Amendment No. 4 and Amendment No. 5 and the operations described therein, approximately $87 million in overall principal amount of revolving credit commitments and approximately $102 million in aggregate principal amount of term loans remaining outstanding under the amended credit agreement. The Credit Facility Guarantors continue to guarantee the obligations relating to the Commitments and the Loans under the Amended Credit Agreement, as well as the security securing the obligations of the Borrowers and the Credit Facility Guarantors with respect to the Commitments and loans under the existing credit agreement prior to the entry into force of the Transactions (the “Common Security”) continues to guarantee the obligations of the Borrower and the Guarantors of the Credit Facility with respect to the covenants and loans under the Amended Credit Agreement after giving effect to the Transactions. Revolving facilities under the amended credit agreement will continue to bear interest at an annual rate equal to LIBOR (without LIBOR floor) plus 1.50% to 2.50%, and borrowers will continue to pay a commission to the with respect to unused revolving covenants under the Amended Credit Agreement at an annual rate of 0.25% to 0.30%, in each case based on the Company’s Total Leverage Ratio as of the earliest determination date. recent. The term loans under the Amended Credit Agreement will continue to bear interest at an annual rate equal to LIBOR (subject to a floor of 0.75%) plus 2.00%. The revolving credit commitments under the Amended Credit Agreement terminate on May 17, 2024and the term loans under the Amended Credit Agreement mature on March 23, 2024. The Representations and Warranties and Positive and Negative Covenants of the Amended Credit Agreement have been amended so that the Representations and Warranties and Positive and Negative Covenants of the Swap Credit Agreement are incorporated by reference into the Amended Credit Agreement.[***]

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At the date of the transaction, the Company had approximately $75 million to turn. . .[***]

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a[***]

           Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.[***]

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Section 3.03. Material change in the rights of securityholders.[***]

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.03.[***]

Item 8.01. Other events.[***]

On August 22, 2022the Company issued a press release announcing that the
Friday, August 19, 2022, he successfully closed transactions to comprehensively settle the vast majority of the company’s outstanding debt. As indicated previously, the new maturities of the Company’s outstanding debt are approximately $126 million in 2023; approximately $170 million in 2024; approximately $341 million in 2026; approximately $1.1 billion in 2027; and about $526 million in 2028. Following the Transactions, the Company has approximately $200 million in unrestricted domestic cash and cash equivalents and total cash on hand of approximately $375 million. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.[***]

Section 9.01. Financial statements and supporting documents.[***]


(d) Exhibits

Number                                   Description

 4.1          Indenture, dated as of August 19, 2022, among The GEO Group, Inc.,
            the guarantors named therein and Ankura Trust Company, LLC, as trustee
            and second lien collateral trustee, relating to the 10.500% Senior
            Second Lien Secured Notes due 2028.

 4.2          Form of 10.500% Senior Second Lien Secured Notes due 2028 (included
            in Exhibit 4.1).

 4.3          Indenture, dated as of August 19, 2022, among The GEO Group, Inc.,
            the guarantors named therein and Ankura Trust Company, LLC, as trustee
            and second lien collateral trustee, relating to the 9.500% Senior
            Second Lien Secured Notes due 2028.

 4.4          Form of 9.500% Senior Second Lien Secured Notes due 2028 (included
            in Exhibit 4.3).

 4.5          Supplemental Indenture, dated as of August 19, 2022, among The GEO
            Group, Inc., the guarantors named therein and Regions Bank (successor
            to Wells Fargo Bank, National Association), as trustee, to the
            Indenture, dated as of March 19, 2013, among The GEO Group, Inc., the
            guarantors named therein and Regions Bank (successor to Wells Fargo
            Bank, National Association), as trustee, relating to the 5.125% Senior
            Notes due 2023.

 4.6          Supplemental Indenture, dated as of August 19, 2022, among The GEO
            Group, Inc., the guarantors named therein and Regions Bank (successor
            to Wells Fargo Bank, National Association), as trustee, to the
            Indenture, dated as of September 24, 2014, among The GEO Group, Inc.
            and Regions Bank (successor to Wells Fargo Bank, National
            Association), as trustee, relating to the 5.875% Senior Notes due
            2024.

 4.7          Supplemental Indenture, dated as of August 19, 2022, among The GEO
            Group, Inc., the guarantors named therein and Regions Bank (successor
            to Wells Fargo Bank, National Association), as trustee, to the
            Indenture, dated as of September 24, 2014, among The GEO Group, Inc.
            and Regions Bank (successor to Wells Fargo Bank, National
            Association), as trustee, relating to the 6.000% Senior Notes due
            2026.

10.1*         Amendment No. 4 to Third Amended and Restated Credit Agreement,
            dated as of August 19, 2022, by and among the lenders party thereto
            (including pursuant to a borrower assignment agreement), The GEO
            Group, Inc., GEO Corrections Holdings, Inc. and BNP Paribas, as
            administrative agent for the lenders under the existing credit
            agreement.

10.2*         Amendment No. 5 to Third Amended and Restated Credit Agreement and
            Agency Resignation and Appointment Agreement, dated as of August 19,
            2022, by and among The GEO Group, Inc., GEO Corrections Holdings,
            Inc., the guarantors party thereto, the revolving credit lenders party
            thereto, the term lenders party thereto, the issuing lenders and the
            swingline lender, BNP Paribas, as the existing administrative agent
            for lenders under the existing credit agreement, Alter Domus Products
            Corp., as the new administrative agent for the lenders under the
            amended credit agreement, and Alter Domus Products Corp., as the
            administrative agent for the lenders under the exchange credit
            agreement.

10.3          Credit Agreement, dated as of August 19, 2022 among The GEO Group,
            Inc. and GEO Corrections Holdings, Inc., as borrowers, the lenders
            referred to therein and Alter Domus Products Corp., as administrative
            agent.

10.4          First Lien Pari Passu Intercreditor Agreement, dated as of
            August 19, 2022 among Alter Domus Products Corp., as exchange credit
            facility agent for the exchange credit facility secured parties, Alter
            Domus Products Corp., as existing credit facility agent for the
            existing credit facility secured parties and each additional senior
            representative from time to time party thereto, and acknowledged by
            The GEO Group, Inc. and GEO Corrections Holdings, Inc. as borrowers
            and the other grantors.



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10.5      Second Lien Collateral Trust Agreement, dated as of August 19, 2022,
        among The GEO Group, Inc., the other grantors from time to time party
        thereto, Ankura Trust Company, LLC, as indenture trustee, Ankura Trust
        Company, LLC, as private exchange notes indenture trustee, and Ankura
        Trust Company, LLC as second lien collateral trustee.

10.6      First Lien/Second Lien Intercreditor Agreement, dated as of August 19,
        2022, among Alter Domus Products Corp., as exchange credit facility agent
        for the exchange credit facility secured parties, Alter Domus Products
        Corp., as existing credit facility agent for the existing credit facility
        secured parties Ankura Trust Company, LLC, as second lien secured notes
        collateral trustee, each additional representative from time to time
        thereto, and acknowledged by The GEO Group, Inc. and GEO Corrections
        Holdings, Inc., as borrowers and the other grantors.

99.1      Press Release, dated August 22, 2022.

104     Cover Page Interactive Date File (embedded within the Inline XBRL
        document)


* Portions of these parts have been omitted in accordance with[***]

Regulation SK Section 601 because they are both (i) insignificant to investors and[***]

(ii) the type of information that the Holder usually and actually has[***]

treated as private or confidential, and have been marked with ”[***]” at[***]

indicate where omissions have been made. The holder agrees to provide[***]

in addition an unredacted copy of the exhibit SECOND at his request.[***]



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