[GEO Letterhead]
June 2, 2011
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | | The GEO Group, Inc. and Subsidiary Guarantors
Registration Statement on Form S-4
Filed April 12, 2011
SEC File No. 333-173462 |
Ladies and Gentlemen:
The GEO Group, Inc. (“GEO”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 12, 2011 the above-referenced registration statement on Form S-4 (File No. 333-173462) (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement (“Amendment No. 1”) being filed simultaneously herewith, relating to the contemplated offer to exchange (the “Exchange Offer”) up to $300,000,000 aggregate principal amount of GEO’s 6⅝% senior notes due 2021 (the “Exchange Notes”) for a like amount of GEO’s privately placed 6⅝% senior notes due 2021 (the “Original Notes”). The Original Notes are, and the Exchange Notes will be guaranteed, jointly and severally, on a senior unsecured basis by GEO Re Holdings LLC, GEO Care, Inc., Correctional Services Corporation, CPT Limited Partner, LLC, CPT Operating Partnership LP, Correctional Properties Prison Finance LLC, Public Properties Development and Leasing LLC, GEO Holdings I, Inc., GEO Acquisition II, Inc., GEO Transport, Inc., GEO Care of South Carolina, Inc., Cornell Companies, Inc., Cornell Companies Management Holdings, LLC, Cornell Companies Administration, LLC, Cornell Corrections Management, Inc., CCGI Corporation, Cornell Companies Management Services, Limited Partnership, Cornell Companies Management, LP, Cornell Corrections of Alaska, Inc., Cornell Corrections of California, Inc., Cornell Corrections of Texas, Inc., Cornell Corrections of Rhode Island, Inc., Cornell Interventions, Inc., Correctional Systems, Inc., WBP Leasing, Inc., Cornell Abraxas Group, Inc., WBP Leasing, LLC, BII Holding Corporation, BII Holding I Corporation, Behavioral Holding Corp., Behavioral Acquisition Corp., and B.I. Incorporated (collectively, the “Guarantors”). GEO and the Guarantors are making the Exchange Offer in reliance on the position enunciated by the Division of Corporation Finance inExxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1988),Morgan Stanley & Co, Inc., SEC No-Action Letter (June 5, 1991), andShearman & Sterling, SEC No-Action Letter (July 2, 1993). GEO is submitting this supplemental letter to the Commission in order to make the representations set forth below in response to the Commission’s comment letter, dated May 9, 2011.
| | a. | | GEO and the Guarantors (a) have not entered into any arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes received in the Exchange Offer and (b) have not entered into any arrangement or understanding with any broker-dealer to participate in a distribution of the Exchange Notes, and, to the best of GEO’s and the Guarantor’s knowledge, based upon the representations and agreements to be set forth in the Letter of Transmittal, each person participating in the Exchange Offer is acquiring the Exchange Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes to be received in the Exchange Offer. |
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