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 December 28, 2023, The GEO Group, Inc. (“GEO” or the “Company”) entered into separate substantially similar Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Imperial Capital, LLC, JonesTrading Institutional Services LLC, Noble Capital Markets, Inc., Northland Securities, Inc., StoneX Financial Inc., Virtu Americas LLC, and Wedbush Securities Inc. as managers (the “Managers”), pursuant to which the Company may sell from time to time, in a continuous equity offering program under its Registration Statement on Form S-3ASR (File No. 333-275219) shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $300,000,000 (the “Shares”) through the Managers, acting as the Company’s agent and/or principal. Sales of the Shares made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions that are deemed to be “at the market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Each Manager will receive from the Company a commission of up to 2.00% of the gross sales price of all Shares sold through it under each applicable Equity Distribution Agreement.
This equity offering program replaces the equity offering program that was filed on June 28, 2021 under the Company’s prior shelf registration statement on Form S-3ASR (File No. 333-249772) that expired on October 30, 2023.
The Company is not obligated to sell and the Managers are not obligated to buy or sell any Shares under the Equity Distribution Agreements. No assurance can be given that the Company will sell any Shares under the Equity Distribution Agreements, or, if it does, as to the price or amount of Shares that it will sell, or the dates when such sales will take place.
The Company made certain customary representations, warranties and covenants in each of the Equity Distribution Agreements and also agreed to indemnify the Managers against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Certain of the Managers or their respective affiliates have provided, and may in the future provide, various investment banking, commercial banking, fiduciary and advisory services for the Company from time to time for which they have received, and may in the future receive, customary fees and expenses. Each Manager and their respective affiliates may, from time to time, engage in other transactions with and perform services for the Company in the ordinary course of their business.
In addition, in the ordinary course of their business activities, the Managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company or the Company’s affiliates. The Managers and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Certain of the Managers or their affiliates may also from time to time be holders of the Company’s outstanding indebtedness. To the extent the Company uses proceeds from this equity offering program to repay indebtedness held by the Managers or their affiliates, these Managers or their affiliates may receive proceeds from this equity offering program.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the Equity Distribution Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of a form of the Equity Distribution Agreements, filed herewith as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
A legal opinion relating to the Shares that may be sold pursuant to the Equity Distribution Agreements is also filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Form of Equity Distribution Agreement, dated December 28, 2023, by and among The GEO Group, Inc. and each of Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Imperial Capital, LLC, JonesTrading Institutional Services LLC, Noble Capital Markets, Inc., Northland Securities, Inc., StoneX Financial Inc., Virtu Americas LLC, and Wedbush Securities Inc. | |
| 5.1 | Opinion of Akerman LLP. | |
| 23.1 | Consent of Akerman LLP (included in Exhibit 5.1). | |
| 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 28, 2023 | By: | /s/ Brian R. Evans | ||||
| Date | Brian R. Evans | |||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||
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